Common use of Access and Reports Clause in Contracts

Access and Reports. (a) From the date of this Agreement to the Effective Time, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.

Access and Reports. Subject to applicable Law and solely for the purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto the Company’s and its Subsidiaries’ employees, properties, books and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested, afford including, if legally permitted, access to records pertaining to any examinations of the Representatives of Parent reasonable accessCompany or its Subsidiaries conducted within the past three years by the Consumer Financial Protection Bureau or any state regulatory agency; provided, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time 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 herein, and provided, further, that the foregoing shall not require the Company herein). Notwithstanding the foregoing, (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any legally privileged information of the Company or any of its Subsidiaries or (iii) to disclose any information reasonably pertinent to any Action between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. All requests for information made pursuant to this Section 5.6 shall be directed to the executive officer or other Person designated for such purpose by the Company. All such information shall be governed by the terms of the Confidentiality Agreement (which shall be applicable to Parent and Merger Sub pursuant to this Section 6.7 shall be of no force as if they were parties thereto), and effect to the extent that Parent and Merger Sub (or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any such investigation or consultation the Company shall be conducted during normal business hours in such a manner as not cause their respective Representatives to interfere unreasonably comply with the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) 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 Effective TimeConfidentiality 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 prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) (a) afford Parent’s officers and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesemployees, properties, officesassets, books, contracts, Tax Returns, and other facilities and to all books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to Parent with all financialinformation concerning its business, operating properties, finances, operations, assets, liabilities, litigation matters, environmental matters, cash-flow reports and other data personnel as may reasonably be requested and information as Parent, through its Representatives, may (b) from time to time reasonably time, provide an updated version of Section 5.2(a) of the Company Disclosure Letter with respect to the number of outstanding Company Options, Company Restricted Stock and Company RSUs, as of the date of request (by Parent or such other date as may be specified by Parent; provided that 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 herein). Notwithstanding herein or the foregoingconditions 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 (i) to permit any inspection, or to disclose any information, that in the right reasonable good faith judgment of the Company (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Subsidiaries (provided that the Company and Parent and Merger Sub pursuant 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 Section 6.7 Agreement, the Company shall be (i) deliver or make available to Parent a copy of no force and effect all material documents received by the Company or any of its Subsidiaries during the twelve (12) month period prior to the extent that Parent and Merger Sub date of this Agreement from the sponsor of such Multiemployer Plan (or either of themits authorized representative) 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 provide the business or operations estimated aggregate withdrawal liability of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither for each Multiemployer Plan as most recently communicated to the Company nor or 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, the Company shall be required deliver to provide access Parent copies of calculations with respect to Section 280G of the Code (whether or not final) with respect to any disqualified individual who is a Band A or Band B executive in connection with the Transactions contemplated by this Agreement. As soon as reasonably practicable after the date of this Agreement, the Company shall deliver or make available to Parent a copy of all (1) material correspondence 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 from any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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, Governmental Entity regarding any Benefit Plan received in the reasonable opinion of the Companylast three years relating to any material controversy, constitute trade secrets audit, amnesty, voluntary compliance, self correction or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at material matter and (2) any of the properties items listed in Section 5.10(b) not delivered or made available to Parent as of the Company or its Subsidiariesdate of the Agreement. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its employees, the Company shallproperties, 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 their Representatives tothe Closing, afford internally generated unaudited monthly financial statements (in the Representatives of Parent reasonable accessform typically provided to the Company’s management), consistent with applicable Lawincluding cash flow statements and (b) all information concerning its business, at all reasonable times to its Representativesproperties and personnel as may reasonably be requested, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that 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 herein). Notwithstanding the foregoing, (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of the Company would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality 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 any intrusive environmental 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 or any of its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company shall use 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 reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements pursuant to which certain Representatives of Parent and Merger Sub could be provided access to any such information. All requests for information made pursuant to this Section 6.7 shall be of no force and effect directed to the extent that Parent and Merger Sub (general counsel or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From For the period beginning on the date of this Agreement to and ending on the earlier of (a) the Effective TimeTime and (b) the termination of this Agreement in accordance with its terms, subject to applicable Law, upon reasonable prior written notice, the Company shall, will (and shall will cause its Subsidiaries to) afford Parent’s officers and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesemployees, properties, officesbooks, and other facilities and to all books Contracts and records (including, for the avoidance of doubt, such items that are reasonably necessary, proper and shall appropriate to assist Parent in its review of the draft Proxy Statement) and, during such period, the Company will (and will cause its Subsidiaries to) furnish reasonably promptly to Parent with all financialinformation concerning its business, operating properties and other data and information personnel as Parentmay reasonably be requested; provided, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall will affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding ; provided, further, that the foregoing, foregoing will not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is Company, after consultation with outside legal counsel, would result in material breach the disclosure of any covenant Trade Secrets of third parties or agreement hereunderviolate any of its obligations with respect to confidentiality if the Company used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, and (ii) take any action that would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such investigation documents or consultation shall be conducted during normal business hours in such information or (iii) to take any action that would give rise to a manner as not to interfere unreasonably with the business or operations material risk of a competitor of the Company or its 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 receiving information that is competitively sensitive; provided, however, that in such instances such party shall be required inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide access to such information, in whole 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 effortsin part, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties outcomes described in the foregoing clauses (i) through (iii). All such information will be governed by the terms of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law (aincluding any Law issued in response to the COVID-19 (or SARS-CoV-2) From 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 date Company or Parent, as applicable, has taken reasonable best efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable notice, each of this Agreement the Company and Parent shall afford officers and other Representatives of the other Party reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and to their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representativesrespective employees, properties, officesbooks, and other facilities and to all books contracts and records and, during such period, each of the Company and Parent shall furnish Parent with promptly to the other Party all financialinformation concerning their respective business, operating properties and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (be requested; provided that 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 or Parent, as applicable, herein). Notwithstanding ; and provided, further, that (a) the foregoing, foregoing shall not require the Company or Parent (i) to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach disclosure of any covenant trade secrets of third parties or agreement hereunderviolate any of its obligations with respect to confidentiality if the Company or Parent, and as applicable, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose 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 privileged information of the Company or its Subsidiaries or otherwise result Parent, as applicable, it being agreed that, in any significant interference with the prompt case of each of clauses (i) 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 ii), the Company or its Subsidiaries Parent, as applicable, shall give notice to the other Party of the fact that it is withholding such information or contravene any Law (it being agreed that documents and thereafter the parties Company and Parent shall use their respective reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in reasonably be expected to violate such jeopardy restriction or contravention), waive the applicable privilege or protection and (yb) which it is required such access may be limited to keep confidential by reason of contract the extent that the Company or (z) whichParent reasonably determines, in the reasonable opinion light of the CompanyCOVID-19 (or SARS-CoV-2) virus, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to that such access would jeopardize the contrary, neither Parent nor its Representatives shall have the right to conduct health and safety of any environmental sampling or testing at any of the properties employee of the Company or its SubsidiariesParent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to any applicable Law, upon reasonable notice, each Party shall (aand shall cause its Subsidiaries to) From afford the date of this Agreement other Party and its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, the Company shallproperties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to the other Party all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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, Parent or Merger Sub herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require either Party (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent such Party would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality 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 any intrusive environmental sampling on, at or in any of the properties owned, leased or operated by it or any of its Subsidiaries, or (iii) to disclose any privileged information or information subject to attorney work product protection of such Party or any of its Subsidiaries. Notwithstanding anything in this Section 6.6 to the contrary, each Party shall use reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and Merger Sub shall otherwise use reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements pursuant to which certain Representatives of the other Party could be provided access to any such information. All requests for information made pursuant to this Section 6.7 6.6 shall be of no force and effect directed to the extent that Parent and Merger Sub (general counsel of or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by each Party. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law (aincluding any Law issued in response to the COVID-19 (or SARS-CoV-2) From 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 date Company or Parent, as applicable, has taken reasonable best efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable notice, each of this Agreement the Company and Parent shall afford officers and other Representatives of the other Party reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and to their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representativesrespective employees, properties, officesbooks, and other facilities and to all books contracts and records and, during such period, each of the Company and Parent shall furnish Parent with promptly to the other Party all financialinformation concerning their respective business, operating properties and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (be requested; provided that 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 or Parent, as applicable, herein). Notwithstanding ; and provided, further, that (a) the foregoing, foregoing shall not require the Company or Parent (i) to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach disclosure of any covenant trade secrets of third parties or agreement hereunderviolate any of its obligations with respect to confidentiality if the Company or Parent, and as applicable, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose 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 privileged information of the Company or its Subsidiaries or otherwise result Parent, as applicable, it being agreed that, in any significant interference with the prompt case of each of clauses (i) 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 ii), the Company or its Subsidiaries Parent, as applicable, shall give notice to the other Party of the fact that it is withholding such information or contravene any Law (it being agreed that documents and thereafter the parties Company and Parent shall use their respective reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in reasonably be expected to violate such jeopardy restriction or contravention), waive the applicable privilege or protection and (yb) which it is required such access may be limited to keep confidential by reason of contract the extent that the Company or (z) whichParent reasonably determines, in the reasonable opinion light of the CompanyCOVID-19 (or SARS-CoV-2) virus, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to that such access would jeopardize the contrary, neither Parent nor its Representatives shall have the right to conduct health and safety of any environmental sampling or testing at any of the properties employee of the Company or its SubsidiariesParent, 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. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent’s officers and their other Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period from the date hereof and though the earlier of the termination of this Agreement and the Effective Time, at all reasonable times to its Representativesemployees, properties, officesfacilities, and other facilities and to all books books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all financialinformation concerning its business, operating properties, facilities, operations and other data and information personnel as Parentmay reasonably be requested, through its Representativesincluding without limitation, may from time to time reasonably request (facilitate the preparation of the Environmental Report by the Environmental Consultant, provided that 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 herein), and provided, further, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used its reasonable best efforts to 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 or (b) to disclose any privileged information of the Company or any of its Subsidiaries if the Company 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 best efforts to immediately assist Parent and Environmental Consultant in obtaining publicly available information from any federal, state or local regulatory agency, as requested by Parent or Environmental Consultant. All requests for information made pursuant to this Section 7.6 shall be directed to a Person designated by the Company. All such information shall be governed by the terms of Section 7.19. Notwithstanding the foregoing, from and after the date of this Agreement until the No-Shop Period Start Date, Parent, Merger Sub and their Representatives shall not (ior, 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 right 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 pursuant 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 6.7 shall be of no force 7.6) and effect to the extent that any information utilized in connection therewith. Parent and Merger Sub (or either 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 them) is in material breach the availability of any covenant Third Party Investment, subject to fulfillment 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 waiver of the Company or its Subsidiaries or otherwise result conditions set forth 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesArticle VIII.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries and their Representatives to, afford the Representatives officers and other representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the Approval Period, at all reasonable times to its Representativesexecutive officers, properties, officesbooks, contracts and records and, during such period, each of Oncor Holdings and Oncor shall, and other facilities each shall cause its Subsidiaries to, furnish to Parent information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time the extent reasonably necessary to time reasonably request (effect the Purchase Transaction; provided that 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 an Oncor Entity herein; and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require any Oncor Entity to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent such Oncor Entity would result in the disclosure of any trade secrets or other confidential information of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if such Oncor Entity shall have used reasonable best efforts to 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) disclose any privileged information of the Oncor 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, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and Merger Sub executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including 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 transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or either of them) is individuals set forth in material breach of any covenant or agreement hereunder, and (ii) any Exhibit C. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From Subject to applicable Law and solely for the date purposes of this Agreement to furthering the Effective TimeMergers and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable prior written notice, the Company shall, and Parent each shall (and shall cause its Subsidiaries and their Representatives to, ) afford the other’s Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Merger 1 Effective Time, at all reasonable times to its Representativesemployees, properties, offices, and other facilities and to all books and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish Parent with promptly to the other all financialinformation concerning its business, operating properties and other data and information personnel as Parentmay reasonably be requested, through its Representatives, may from time to time reasonably request (provided that 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 or the Merger Subs herein, and provided, further, that the foregoing shall not require the Company herein)or Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, or (ii) to disclose any legally privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries. All requests for information made pursuant to this Section 5.8 shall be directed to the executive officer or other Person designated by the Company or Parent, as the case may be. Notwithstanding the foregoing, (i) such access may be limited by the right 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 Merger Sub pursuant the Company shall cause their respective Representatives to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 comply with the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior advance written noticenotice from Buyer to Griffon, the Company Griffon shall, and shall cause its Subsidiaries and their Representatives the Purchased Companies to, afford Buyer’s officers and other authorized Representatives (subject to entry into customary access and indemnification letters) reasonable access to the Representatives properties, Books and Records and Contracts of Parent the Purchased Companies during normal business hours throughout the period from the date hereof until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with Article X and, during such period, Griffon shall and shall cause the Purchased Companies to make available to Buyer all information concerning the operations, properties and personnel of the Purchased Companies as Buyer may reasonably request; provided that the foregoing shall not require Griffon or the Purchased 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, (ii) permit any inspection, or to disclose any information, that in the reasonable accessjudgment of Griffon would result in the disclosure of any trade secrets or violate any of its obligations with respect to confidentiality, consistent with (iii) disclose any privileged information of the Purchased Companies or any of their respective Affiliates, (iv) permit any environmental sampling or testing, including, but not limited to sampling of soil, soil gas, groundwater, surface water, air or building materials or other intrusive investigations of the Leased Real Property, (v) take any action that would cause material disruption to the business of the Purchased Companies or any of their respective Affiliates or cause competitive harm to the Sellers, the Purchased Companies or their respective Affiliates, (vi) contravene any applicable Law, at all reasonable times fiduciary duty or binding agreement entered into prior to the Closing Date, (vii) provide access to any information to the extent related to the sale process conducted by Griffon or 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 therewith, (viii) provide access or permit any inspection to the extent 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 Representatives, properties, offices, and competitively sensitive nature other facilities and to all books and records and shall furnish Parent with all financial, operating and than on an “outside counsel only” or other data and customary “clean team” basis. All requests for information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation made pursuant to this Section 6.7 5.1 shall affect or be deemed directed to modify any representation or warranty made Xxxx X. Xxxxxx, and all such information shall be governed by the Company herein)terms of Section 5.4 and the Confidentiality Agreement. Notwithstanding the foregoingThis Section 5.1 shall not apply to access to any Tax Return, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 Tax information or other Tax matter, which shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge governed exclusively 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesArticle VII.

Access and Reports. Upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other “Recipient’s Representatives” (as defined in the date of this Agreement Confidentiality Agreement) reasonable access during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested (other than any such matters that relate to the negotiation and execution of this Agreement, afford or to any Acquisition Proposals, such matters being governed by Section 6.2); provided that such access shall be conducted under the Representatives supervision of Parent reasonable accessappropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, consistent with applicable Lawfurther, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding herein or otherwise limit or affect the foregoingremedies available to Parent; provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant the Company would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to this Section 6.7 confidentiality if the Company shall be have used reasonable best efforts to obtain the consent of no force and effect such third party to such inspection or disclosure, (ii) to disclose any information to the extent that Parent and Merger Sub (or either it would cause a loss 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 privilege to interfere unreasonably with the business or operations of the Company or its 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 or (iii) 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 violate applicable Law (it being agreed agreed, with respect to clauses (i) and (ii), that the parties shall use their reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required . All requests for information made pursuant to keep confidential this Section 6.4 shall be directed to the executive officer or other Person designated by reason of contract or (z) which, in the reasonable opinion Company. All information obtained pursuant to this Section 6.4 shall be governed by the terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (aand each shall cause its Subsidiaries (other than the Oncor Entities) From to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of this Agreement to the Termination Date and the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, and EFIH shall (and each shall cause its Subsidiaries and their Representatives (other than the Oncor Entities) to, afford the Representatives of ) furnish to Parent reasonable access, consistent with applicable Law, at all reasonable times to such information concerning its Representativesbusiness, properties, officesfacilities, operations and other facilities and to all books and records and shall furnish personnel as Parent with all financialreasonably requests; provided that, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to 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) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.7 6.4 shall be of no force and effect to governed by the extent that Parent and Merger Sub (or 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 its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From 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 prior written notice, the Company shall, and shall cause each of its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and afford to Parent, Merger Sub pursuant and each of their respective Representatives, reasonable access, during normal business hours, to this Section 6.7 shall be of no force its personnel, offices and effect to the extent that Parent other facilities, properties, books, contracts and Merger Sub (or either of them) is in material breach of any covenant or agreement hereunder, records and (ii) any furnish or cause to be furnished such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with information concerning the business or operations business, properties, assets, liabilities and personnel of the Company or and its Subsidiaries as Parent, Merger Sub or otherwise result in any significant interference with their respective Representatives may reasonably request; provided that the prompt and timely discharge by such employees of their normal duties. Neither foregoing shall not require the Company nor to provide access or information if such action would, in the reasonable judgment of the Company, (i) violate any Contract or any obligation or agreement with respect to confidentiality or nondisclosure owing to any third-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) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries if the Company shall be required to provide access to or have used reasonable best efforts to disclose such information in a way that would not waive such privilege or (xiii) where to the extent such access information relates to individual performance or disclosure would jeopardize the attorney-client privilege of personnel evaluation records, medical histories or other personnel information, subject the Company or any of its Subsidiaries or contravene any Law to potential material liability (it being agreed provided that the parties shall use their reasonable best efforts, to the extent applicable, to cause cooperate in seeking a manner of disclosure of such information to be provided in a manner that would not reasonably be expected to 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 potential material liability to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling Company or testing at any of its Subsidiaries). Any access to the properties of the Company or any of its SubsidiariesSubsidiaries 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.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company or any of its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or to disclose privileged information; provided that the Company will use its reasonable best efforts to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation of any Law or (C) if the Company or any of its Affiliates, on the one hand, and Parent and Merger Sub or any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceeding. All requests for information made pursuant to this Section 6.7 6.4 shall be of no force and effect directed to the extent that Parent and Merger Sub (Company’s executive officers or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, each of the Company and EFIH shall, and each shall cause its Subsidiaries and their Representatives to(other than the Oncor Entities, subject to Section 6.23) to afford the officers and other Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the First Closing Date, at all reasonable times to its Representativesemployees, properties, officesbooks, contracts and records and, during such period, each of the Company and EFIH shall, and each shall cause its Subsidiaries (other facilities than the Oncor Entities, subject to Section 6.23) to furnish to Parent all such information concerning its business, properties, facilities, operations and to all books and records and shall furnish personnel as Parent with all financialreasonably requests, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that 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 or any condition to the obligations of the Purchasers contained herein), and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (a) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable efforts to 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; or (b) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege. Notwithstanding the foregoing, (i) the right of Parent and Merger Sub All requests for information made pursuant to this Section 6.7 6.4 shall be of no force and effect directed to Evercore Group L.L.C. or the extent that Parent and Merger Sub (or either of them) is individuals set forth in material breach of any covenant or agreement hereunder, and (ii) any Schedule 6.4. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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 effortsConfidentiality Agreements, to the extent applicable, 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 notwithstanding anything to the contrarycontrary therein, neither Parent nor its Representatives shall have remain in effect until the right First Closing Date (but shall terminate and cease to conduct be of any environmental sampling further force or testing at any of the properties of effect on such date as it relates to information relating to the Company or its Subsidiaries).

Access and Reports. (a) From Subject to applicable Law, from and after the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and their Representatives to, afford to Parent, Merger Sub and each of their Representatives (including, to the Representatives of Parent extent requested by Parent, the Lenders), reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesofficers, employees, properties, offices, offices and other facilities facilities, books, Contracts and records; provided, that (i) the foregoing shall not require the Company or any of its Subsidiaries to all books permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (B) any information that is subject to attorney‑client privilege or other privilege or trade secret protection or the work product doctrine, (C) information that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, including any information related to the negotiation and records execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (access to the information described in this clause (D) shall furnish Parent be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with all financial, operating the normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and other data timely discharge by employees of the Company or its Subsidiaries of their normal duties and information as Parent, through its Representatives, may from time to time reasonably request (provided that iii) 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 herein). Notwithstanding the foregoing; provided, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 shall use its Subsidiaries or otherwise result in reasonable best efforts to allow for 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, to the extent applicable, to cause such information to be provided in a manner that would does not result in such jeopardy or contraventionthe effects set out in clauses (i)(A), (yi)(B) which it is required to keep confidential by reason of contract or (z) whichi)(C), 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesincluding by making appropriate substitute arrangements.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) From 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 Effective TimeCompany by Parent or its Representatives and were not known by the Company, upon reasonable prior written noticein each case, as of the date of this Agreement); provided that (i) neither the Company shall, nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that 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 hereinor 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 60 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, (i) the right of Parent and Merger Sub . All requests for information made pursuant to this Section 6.7 shall be of no force and effect directed to the extent that Parent and Merger Sub (general counsel or 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 other Person designated by the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Parent, as applicable. All such employees of their normal duties. Neither the Company nor any of its Subsidiaries information shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries and their Representatives to, afford the officers and other Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the Interim Period, at all reasonable times to its Representativesexecutive officers, properties, officesbooks, contracts and records and, during such period, each of Oncor Holdings and Oncor shall, and other facilities each shall cause its Subsidiaries to, furnish to Parent information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time the extent reasonably necessary to time reasonably request (effect the Purchase Transactions; provided that 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 an Oncor Entity herein; and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require any Oncor Entity to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent such Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if such Oncor Entity shall have used reasonable best efforts to 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) disclose any privileged information of the Oncor 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, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and Merger Sub executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including 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 transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or either of them) is individuals set forth in material breach of any covenant or agreement hereunder, and (ii) any Exhibit E. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries and its and their Representatives respective directors, officers and employees to, ) afford to the officers and other authorized Representatives of Parent Parent, reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Effective Time, at all reasonable times to its Representativesemployees, properties, officesbooks, and other facilities and to all books contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish to Parent with all financialinformation concerning its business, operating properties and other data and information personnel as Parentmay be reasonably requested; provided, through its Representatives, may from time to time reasonably request (provided that 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 herein). Notwithstanding ; provided, further, that notwithstanding the foregoinginvestigation or provision of information by any party, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 no party shall 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 no force and effect to the extent that Parent and Merger Sub (soil, sediment, groundwater, surface water, air or either of them) is in material breach of building materials at any covenant real property owned 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 leased by the Company or its 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 prior to the Effective Time without the Company’s prior consent (such consent not to be unreasonably withheld). Nothing in this Section 6.6 shall be required require the Company to provide access to any access, or to disclose any information (xi) where that in the reasonable judgment of the Company, would result in the disclosure of any trade secrets of third parties if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) if providing such access or disclosure disclosing such information would jeopardize the violate Applicable Law (including antitrust and privacy laws), (iii) if such information is protected by 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, to the extent applicable, to cause such privilege cannot be protected by the Company through exercise of its reasonable efforts or (iv) if such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required to keep be kept confidential by reason of contract contracts or (z) which, in agreements with third parties. All such information shall be governed by the reasonable opinion terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to Confidentiality Agreement and the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesClean Team Agreement.

Access and Reports. Subject to applicable Law, (a) From upon reasonable notice, the date of this Agreement Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, 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, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, officespersonnel as may reasonably be requested, and other facilities (b) as soon as reasonably practicable but in no event later than thirty (30) days after the date of this Agreement, make available to Parent online or in physical format substantially all tower files and related Cell Site information (including substantially all information necessary for Parent to all books confirm compliance with respect to the businesses operated by the Company and records its Subsidiaries with the FCC Rules and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time FAA Rules relating to time reasonably request (towers); provided 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 herein). Notwithstanding ; and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company would result in the disclosure of any Trade Secrets of third parties, violate any applicable Laws or violate any of its obligations with respect to confidentiality 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 disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.7 6.6 shall be of no force and effect directed to the extent that Parent and Merger Sub (executive officer or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesapplicable Confidentiality Agreement.

Access and Reports. Subject to applicable Laws, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records including tax returns and the work papers of the Company’s independent auditors and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein); and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality 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 disclose any privileged information of the Company or any of its Subsidiaries. Notwithstanding the foregoing, (i) for purposes of this Section 6.6, Parent’s officers and other authorized Representatives shall direct all requests for information or access to the right employees, properties, books, contracts and records including tax returns and work papers of Parent the Company’s independent auditors, inquiries and Merger Sub investigation pursuant to this Section 6.7 shall be of no force and effect 6.6 to the extent that Parent and Merger Sub (or 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 General Counsel of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge other Persons designated by such employees of their normal duties. Neither 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 customers of the Company or any of its Subsidiaries shall be required with respect to provide access to or to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege of parties’ relationship with the Company or any of its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best effortstransactions contemplated hereby, to unless in each case Parent obtains the extent applicable, 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 prior written consent of the Company, constitute trade secrets which shall not be unreasonably withheld, conditioned or other sensitive materials delayed or information(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. Notwithstanding anything The Company shall be entitled to the contrary, neither Parent nor have its Representatives present at all times during any such inspection. All such information shall have be governed by the right to conduct any environmental sampling or testing at any terms of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From Subject to applicable Law, from and after the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, (i) afford to Parent, Merger Sub and each of their Representatives to(including, afford to the Representatives of Parent extent requested by Parent, the Lenders) reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesofficers, employees, properties, offices, offices and other facilities and to all books facilities, books, Contracts and records and shall (ii) furnish Parent with all financialor cause to be furnished such information concerning the business, operating properties, Contracts, assets, liabilities, personnel and other data aspects of the Company and information its Subsidiaries as Parent, through its RepresentativesMerger Sub or their Representatives (including, to the extent requested by Parent, the Lenders) may from time reasonably request; provided, that (w) any information concerning Acquisition Proposals, Inquiries or transactions competing with or alternative to time reasonably request the transactions contemplated by this Agreement shall be governed by Section 5.2 and not this Section 5.6, (provided that x) 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 herein). Notwithstanding the foregoing, (iy) the right of Parent and Merger Sub pursuant to neither this Section 6.7 5.6(a) nor any other provisions of this Agreement shall be require the Company or any of no force and its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality that are in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the extent work product doctrine or (C) information that Parent and Merger Sub (or either in the reasonable opinion of them) is the Company would result in a material breach of a Contract to which the Company or any covenant or agreement hereunderof its Subsidiaries are bound as of the date hereof, and (iiz) any such investigation or consultation shall be conducted during normal business hours in such a manner as not to unreasonably interfere unreasonably with the normal business or operations of the Company or its Subsidiaries or otherwise result in any significant interference unreasonable burden with respect to 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 of their normal duties; provided, that the parties Company shall use their its reasonable best efforts, efforts to the extent applicable, to cause such information to be provided allow for any access or disclosure in a manner that would does not result in such jeopardy or contraventionthe effects set out in clauses (A)-(C), (y) which it is required to keep confidential including 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesmaking appropriate substitute arrangements.

Access and Reports. (a) From To the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, from the date hereof until the earlier of the Closing Date or the termination of this Agreement Agreement, Sellers shall, and shall cause their Affiliates to, provide to the Effective Time, Purchaser and to Purchaser’s Representatives reasonable access upon reasonable prior written noticenotice and request, during the Company Bank’s normal business hours, to the officers, employees, properties, books, contracts and records of the Bank and the Transferred Subsidiaries. Purchaser shall, and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to conduct its Representatives, properties, offices, inspections and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to investigations under this Section 6.7 shall affect 5.1 in a manner that will not unreasonably interfere with the conduct of the business of Seller and its Affiliates (including the Bank or be deemed to modify any representation or warranty made by the Company hereinTransferred Subsidiaries). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 none of the Company Sellers, the Bank or its 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 the Transferred Subsidiaries shall be required to provide access disclose any information where disclosure (A) would reasonably be expected to or to disclose information (x) where such access or disclosure would jeopardize result in the attorney-client loss of any legal privilege of the Company or its Subsidiaries or contravene any Law (it being agreed including those related to confidential supervisory information), (B) would reasonably be expected to result in the disclosure of any trade secrets or competitively sensitive information of Seller or its Affiliates or of a third party to whom Seller and its Affiliates have confidentiality obligations or (C) would reasonably be expected to result in Purchaser gaining access to any information relating to the Excluded Assets and Liabilities (other than expressly contemplated by the Transaction Documents); provided that the parties shall use their commercially reasonable best efforts, efforts to the extent applicable, to cause make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to be provided in a manner that would not result in such jeopardy or contraventionPurchaser to occur without contravening any of the foregoing clauses (A), (yB) which it is required and (C). All information received pursuant to keep confidential this Section 5.1 shall be governed by reason the terms 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesSection 5.5.

Access and Reports. (a) From Subject to applicable Law, from the date of this Agreement hereof throughout the period prior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, the Company shall, afford Parent’s officers and shall cause its Subsidiaries and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesemployees, properties, officesbooks, contracts and records, except that Parent and its Representatives may not conduct Phase I or Phase II environmental site assessments or any other facilities sampling activities, (ii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent and (iii) use its reasonable best efforts to, within twenty (20) days after the end of each month following the date hereof, furnish to all books Parent an unaudited monthly consolidated statements of operations for the Company and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (Subsidiaries; provided that 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 herein), and provided, further, that the foregoing shall not require the Company (x) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (y) to disclose any privileged information of the Company or any of its Subsidiaries. Notwithstanding the foregoing, (i) the right of Parent and Merger Sub All requests for information made pursuant to this Section 6.7 6.6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or 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 General Counsel of the Company or its Subsidiaries or otherwise result in any significant interference with other Person designated by the prompt and timely discharge by Company. All such employees of their normal duties. Neither the Company nor any of its Subsidiaries information shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other “your Representatives” (as defined in the date of this Agreement Confidentiality Agreement) reasonable access during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, afford the Representatives of Parent reasonable accessfurther, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding herein or otherwise limit or affect the foregoingremedies available to Parent; provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant the Company would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to this Section 6.7 confidentiality if the Company shall be have used reasonable best efforts to obtain the consent of no force and effect such third party to such inspection or disclosure, (ii) to disclose any information to the extent that Parent and Merger Sub (or either it would cause a loss 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 privilege to interfere unreasonably with the business or operations of the Company or its 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 or (iii) 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 violate applicable Law (it being agreed agreed, with respect to clauses (i) and (ii), that the parties shall use their reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required . All requests for information made pursuant to keep confidential this Section 6.4 shall be directed to the executive officer or other Person designated by reason of contract or (z) which, in the reasonable opinion Company. All information obtained pursuant to this Section 6.4 shall be governed by the terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries Subsidiary to) afford Parent, its Affiliates and their Representatives torespective authorized Representatives, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 throughout the Pre-Closing Period, to its officers, employees, consultants, accountants, properties, Contracts and books and records, and, during such period, the Company shall (and shall cause its Subsidiary to) furnish promptly to Parent information and data concerning its business, operations, properties and personnel as may reasonably be requested; provided that Parent, its Affiliates and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result Subsidiary. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither this Agreement, neither the Company nor its Subsidiary will be required to disclose any information to Parent or any of its Subsidiaries Representatives if such disclosure would: (i) based on advice of counsel, jeopardize any attorney-client privilege; provided, that the Company shall be required use its commercially reasonable efforts to provide access to or to disclose information (x) where allow for such access or disclosure would jeopardize the attorney-client privilege (or as much of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, to cause such information to be provided as possible) in a manner that would not result in be reasonably likely to risk a loss of such jeopardy or contravention), (y) which it is required to keep confidential by reason of contract attorney-client privilege; or (zii) whichbased on advice of counsel, in contravene any applicable Law, fiduciary duty or Contract entered into prior to the reasonable opinion date of this Agreement; provided that the Company shall use its commercially reasonably efforts to obtain the required consent of the Company, constitute trade secrets counterparty under such Contract to such access or other sensitive materials or informationdisclosure. Notwithstanding anything Prior to the contraryClosing, without the prior written consent of the Company (which consent may not be unreasonably, withheld, conditioned or delayed), neither Parent nor its Representatives shall have the right to conduct contact any environmental sampling or testing at any employee (other than individuals set forth on SECTION 4.4 of the properties of Company Disclosure Letter) of, suppliers to, or customers of, the Company or its SubsidiariesSubsidiary regarding the transactions contemplated by this Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested (including for purposes of determining whether the Company or any Subsidiary has undergone any ownership change under the Section 382 of the Code prior to the Effective Time or determining the applicability of Sections 280G and 4999 of the Code), afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that would result in the right disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. As soon as reasonably practicable after the date of this Agreement, the Company shall deliver to Parent copies of calculations with respect to Section 280G of the Code with respect to any disqualified individuals in connection with the transactions contemplated by this Agreement. At the request of Parent and Merger Sub 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 of no force and effect directed to the extent that Parent and Merger Sub (executive officer or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From Subject to applicable Law, upon reasonable notice, the date of this Agreement Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein), and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (A) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (B) would violate any applicable Law; or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 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. Notwithstanding the foregoing, (i) the right of neither Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its 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 Representatives shall be required to provide access to (i) contact or to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege have any discussions with any of the Company Company’s or its Subsidiaries any Subsidiary’s employees, agents, or contravene any Law (it being agreed that representatives, unless in each case Parent obtains the parties shall use their reasonable best efforts, to the extent applicable, 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 prior written consent of the Company, constitute trade secrets which shall not be unreasonably withheld, (ii) contact or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at discussions with any of the properties 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.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shallshall afford Parent’s officers and other authorized Representatives (including, and shall cause its Subsidiaries and their Representatives tosubject to the provisions on the Company’s cooperation set forth in Section 6.16(b), afford the Representatives of Parent Financing Sources) reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Effective Time, at all reasonable times to its Representativesemployees, properties, offices, and other facilities and to all books and records and, during such period, the Company shall furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, in each case, in a manner not unreasonably disruptive to the operations of the business of the Company or any of its Subsidiaries; provided, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would violate any obligations binding upon the Company or any of its Subsidiaries with respect to any third party, (b) to disclose any privileged information of the Company or any of its Subsidiaries or (c) to disclose any information or permit any access or inspection that, in the reasonable judgment of the Company, would cause any competitive harm to the Company 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 shall use reasonable efforts to obtain any waivers of third parties that are necessary to permit such information to be disclosed to Parent and its Representatives and shall furnish reasonably cooperate with Parent with all financialto implement procedures that would remove the basis for the determination so as to permit Parent or its Representatives such access or disclosure, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation including pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein)use of “clean room” arrangements. Notwithstanding anything to the foregoingcontrary herein, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall not be of no force and effect permitted prior to the extent that Parent and Merger Sub (Closing Date to contact any of the Company’s or either of them) is in material breach of any covenant or agreement hereunderits Subsidiaries’ vendors, and (ii) any such investigation or consultation shall be conducted during normal business hours in such a manner customers, suppliers, contract counterparties, joint venture partners or, other than as not to interfere unreasonably with expressly contemplated by this Agreement, Governmental Entities regarding the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with without receiving 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 prior written consent of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, such consent not to be unreasonably withheld) and (ii) prior to the extent applicableClosing Date, to cause such information to be provided in a manner that would Parent and Merger Sub shall 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 have the right to conduct any environmental testing, sampling or testing at analysis at, on, under or from any of the properties real property of the Company or its Subsidiaries. All requests for information made pursuant to this Section 6.4 shall be directed to the Chief Executive Officer of the Company or other Person designated by the Company. 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. Upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized “Representatives” (as defined in the date of this Agreement Confidentiality Agreement) reasonable access during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, afford the Representatives of Parent reasonable accessfurther, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding herein or otherwise limit or affect the foregoingremedies available to Parent; provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant the Company would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to this Section 6.7 confidentiality if the Company shall be have used commercially reasonable efforts to obtain the consent of no force and effect such third party to such inspection or disclosure, (ii) to disclose any information to the extent that Parent and Merger Sub (or either it would cause a loss 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 privilege to interfere unreasonably with the business or operations of the Company or its 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 or (iii) 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 violate applicable Law (it being agreed agreed, with respect to clauses (i) and (ii), that the parties shall use their commercially reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required . All requests for information made pursuant to keep confidential this Section 6.6 shall be directed to the executive officer or other Person designated by reason of contract or (z) which, in the reasonable opinion Company. All information obtained pursuant to this Section 6.6 shall be governed by the terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From Subject to Applicable Laws then in effect and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford to the officers and other authorized Representatives of this Agreement Parent and the Financing Sources of Parent, reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, contracts, personnel files and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly all information concerning its and their its Subsidiaries’ business, properties and personnel as may reasonably be requested by Parent and its Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may Financing Sources from time to time reasonably request (time; provided that any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Letter and 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 herein). Notwithstanding ; and provided, further, that the foregoing, foregoing shall not require the Company (i) (A) to permit any inspection that, in the right reasonable judgment of Parent and Merger Sub pursuant the Company, would be materially disruptive to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its Subsidiaries Subsidiaries, or otherwise (B) to disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any significant interference trade secrets of third parties or violate any of its obligations with the prompt and timely discharge by such employees respect to confidentiality, (ii) to disclose any information of their normal duties. Neither the Company nor or any of its Subsidiaries shall that would, in the reasonable judgment of the Company, be required prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to provide access to or otherwise make available any information relating to disclose 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 (x) where if and to the extent that the provision of such access or disclosure would jeopardize information could in the attorney-client privilege judgment of the Company or its Subsidiaries or contravene any Law (it being agreed that the based on advice of counsel violate Applicable Law. The parties shall will use their reasonable best efforts, efforts to make appropriate substitute arrangements under circumstances in which the extent applicable, 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 restrictions of the Company, constitute trade secrets or other sensitive materials or informationpreceding sentence apply. Notwithstanding anything to the contraryforegoing, neither Parent nor any of its Representatives shall have the right to conduct any environmental sampling surface or subsurface soil or surface or ground water sampling, monitoring, borings or testing at on any of the properties of owned or leased by the Company or any 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 well 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.

Access and Reports. (a) From Subject to applicable Law, from the date of this Agreement hereof to the Effective TimeTime or the earlier termination of this Agreement, the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, the Company shallafford Parent’s officers, financing sources and shall cause its Subsidiaries and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesemployees, properties, officesbooks, and other facilities and to all books contracts and records (it being agreed, however, that the foregoing shall not permit Parent or its Affiliates or their respective Representatives to conduct any environmental testing or sampling), (ii) furnish promptly to Parent all information concerning its business, properties and shall personnel as may reasonably be requested by Parent and (iii) furnish promptly to Parent with all financialany unaudited monthly consolidated statements of operations for the Company and its Subsidiaries prepared and provided to management or the Company Board, operating and other data and information as Parentor such committee thereof; provided, through its Representatives, may from time to time reasonably request (provided that 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 herein). All requests for information made pursuant to this Section 6.6 shall be directed to the general counsel, of the Company or other persons designated by the general counsel, of the Company. Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any such investigation or consultation shall not be conducted during normal business hours in such a manner as not to interfere unreasonably with the business or operations of the Company or its 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 where, in the reasonable good faith judgment of the Company, such access or disclosure would is reasonably likely to (i) jeopardize the any work product or attorney-client privilege of or contravene any Law or (ii) breach any Contract to which the Company or its Subsidiaries is a party or contravene any Law by which they are bound; provided, that, with respect to the foregoing clause (it being agreed that ii), the parties Company shall use their commercially reasonable best efforts, efforts to seek to obtain any third party’s consent to the extent applicable, to cause disclosure of such information and implement appropriate procedures to be provided in a manner that would not result in enable the disclosure of 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.

Access and Reports. (a) From the date of this Agreement Subject to applicable Law, prior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, the Company shall, afford Parent’s officers and shall cause its Subsidiaries and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent during normal business hours, and in a manner as shall not unreasonably interfere with applicable Lawthe business or operations of the Company or any Subsidiary thereof, at all reasonable times to its employees, Representatives, properties, officesbooks, contracts and other facilities records, (ii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent and (iii) furnish promptly to all books Parent any unaudited monthly consolidated statements of operations for the Company and records its Subsidiaries prepared and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time provided to time reasonably request (management or the Company’s Board of Directors; provided that 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 herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its 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 any attorney-client privilege or contravene any Law; and in any such event, the parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements. All such information provided pursuant to this Section 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 or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or and its Subsidiaries.

Access and Reports. (a) From the date of this Agreement to the Effective Time, upon Upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and their Representatives to, afford the Parent and Parent’s Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Effective Time, at all reasonable times to its Representativesemployees, properties, officescontracts, and other facilities and to all books and records and, during such period, 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 request; provided, however, that none of the Company or any of its Subsidiaries shall be required to permit any inspection or other access, or to disclose any information, that in its reasonable judgment would: (a) violate any of its obligations with all financial, operating and other data and information as Parent, through its Representatives, may from time respect to time reasonably request confidentiality (provided that no investigation 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 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 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 Company herein)in this Agreement. Notwithstanding the foregoingThe Company shall furnish promptly to Parent a copy of each report, (i) the right of Parent schedule, registration statement and Merger Sub other document filed by it or its Subsidiaries during such period pursuant to this Section 6.7 shall be the requirements of no force and effect federal or state securities Legal Requirements to the extent that Parent and Merger Sub (or either of them) is in material breach of any covenant or agreement hereundersuch report, 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 its 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 effortsschedule, to the extent applicable, 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 registration statement or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesdocument is not publicly available on EXXXX.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent's officers and other authorized Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested; provided, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding ; provided, further, that the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 foregoing shall be of no force and effect to the extent that Parent and Merger Sub (or 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 require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (a) unreasonably interfere with the Company's business operations, (b) result in a waiver or otherwise result in jeopardize the protection of any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither applicable privilege (including attorney-client privilege) or other immunity or protection or (c) contravene any Law applicable to the Company nor or any of its Subsidiaries or their respective businesses or, in any material respect, any Contract to which the Company or any of its Subsidiaries is a party or by which any of their assets or properties are bound. In the event that the Company withholds information on the basis of the foregoing clauses (a) through (c), the Company shall be inform the Parent as to the 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 of commercially reasonable efforts to (i) obtain the required consent or waiver of any third party 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, to the extent applicable, to cause such information and (ii) implement appropriate and mutually agreeable measures to be provided permit the disclosure of such information in a manner that would not result in to remove the basis for the objection. All requests for access or information made pursuant to this Section 6.6 shall be directed to the specific executive officer or other Person designated by the Company. All such jeopardy or contravention), (y) which it is required to keep confidential information shall be governed by reason of contract or (z) which, in the reasonable opinion terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law (a) From including any applicable privacy and data security Law), from the date of this Agreement hereof throughout the period prior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (a) upon reasonable prior written notice, the Company shall, afford Parent’s officers and shall cause its Subsidiaries and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesemployees, properties, officesbooks, contracts and records, (b) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent, and other facilities (c) use its reasonable best efforts to, within 20 days after the end of each month following the date hereof, furnish to Parent an unaudited monthly consolidated statements of operations for the Company and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (Subsidiaries; provided that 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (ii) to disclose any privileged information of the Company or any of its Subsidiaries (it being agreed that, in the event 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 Merger Sub the Company and Parent shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Parent to evaluate any such information without violating the applicable privilege or breaching the Company’s obligation to any third party). All requests for information made pursuant to this Section 6.7 6.6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or 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 General Counsel of the Company or its Subsidiaries or otherwise result in any significant interference with other Person designated by the prompt and timely discharge by Company. All such employees of their normal duties. Neither the Company nor any of its Subsidiaries information shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreements.

Access and Reports. Subject to applicable Law, upon reasonable advance notice from the Buyer, the Seller Management shall (aand shall cause the Seller's Subsidiaries to) From afford the date Buyer's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the earlier of the Closing Date or the termination of this Agreement in accordance with Article IX, to the Effective Timeits employees, upon reasonable prior written noticeproperties, books, contracts and records and, during such period, the Company shall, Seller and Seller Management shall (and shall cause the Seller's Subsidiaries to) furnish as promptly as reasonably practicable the Buyer and its Subsidiaries authorized Representatives all information concerning its business, properties and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein)requested. Notwithstanding the foregoing, none of the Buyer or its Representatives shall have access to any books, records, documents or other information (i) to the right extent that such books, records, documents or other information is subject to the terms of Parent a confidentiality agreement with a third party (provided that at the request of the Buyer, the Seller shall use its commercially reasonably efforts to obtain waivers from such third parties), (ii) to 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, or (iv) to the extent disclosure of such books, records, documents or other information, as reasonably determined by the Seller's counsel, would be reasonably likely to result in antitrust difficulties for the Seller (or any of its Affiliates) and Merger Sub provided further that the JPLs shall be under no obligation to disclose copies of their books and 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 of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach responsible for any unauthorized disclosure 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 its 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, to the extent applicable, to cause such information provided or made available pursuant to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required to keep confidential this Section 6.04 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesRepresentatives.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written noticeadvance notice from CSSE to CPE, the Company shall, and Crackle shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, CSSE’s officers and other facilities authorized Representatives (in each case provided that such Person has agreed to be bound by the Confidentiality Agreement (defined below) and CSSE has agreed to all be responsible to Crackle for any breach thereof by such Person) reasonable access to the books and records of Crackle during normal business hours throughout the period prior to the Closing Date for the purpose of facilitating the consummation of the transactions contemplated hereby; provided, however, that the foregoing shall not require Crackle (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of Crackle would violate any of its obligations with respect to confidentiality, (b) to disclose information or materials protected by attorney client, attorney work product or other legally recognized privileges or immunity from disclosure, or (c) to take any action that could cause material disruption to the business of Crackle. In addition, other than individuals identified as “Clean Team Members” pursuant to that certain Clean Team Amendment to Confidentiality Agreement dated as of March 2, 2019 by and between CSSE and Sony Pictures Television Inc. (the “Clean Team Amendment”), and those individuals identified as “Employment Clean Team Members” pursuant to that certain Employment Clean Team Amendment to Confidentiality Agreement dated as of March 2, 2019 by and between CSSE and Sony Pictures Television Inc. (the “Employment Clean Team Amendment”), in no event shall furnish Parent with all financialCSSE have access, operating and other data and at any time prior to the Closing, to any information as Parent, through its Representatives, may from time regarding pending or proposed transactions or Contracts or any related information where CSSE or an Affiliate of CSSE is or would reasonably be expected to time reasonably request (provided that no investigation compete for the same transaction or Contract. All requests for information made pursuant to this Section 6.7 5.2(a) shall affect be directed to the Person or Persons designated by CPE in a notice given to CSSE, and all such information shall be deemed to modify any representation or warranty made governed by the Company herein). Notwithstanding the foregoing, terms of (i) the right that certain confidentiality agreement dated as of Parent August 18, 2018 by and Merger Sub pursuant to this Section 6.7 shall be of no force between Sony Pictures Television Inc. and effect to the extent that Parent and Merger Sub (or either of them) is in material breach of any covenant or agreement hereunderCSSE, and (ii) any such investigation that certain mutual confidentiality agreement dated October 12, 2018 by and between Sony Pictures Television Inc. and CSSE, each as amended by the Clean Team Amendment and the Employment Clean Team Amendment ((i) and (ii) the “Confidentiality Agreement”). In no event shall CSSE contact or consultation shall be conducted during normal business hours in such a manner as not speak to interfere unreasonably with the business or operations of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties owners, directors, officers, employees, users, clients, distributors, vendors, lessors, lenders or other business relations of Crackle without the Company prior written consent of such Person or its SubsidiariesPersons designated by CPE.

Access and Reports. (a) From the date hereof to the Closing or the earlier termination of this Agreement to the Effective TimeAgreement, upon reasonable prior written noticenotice from Buyer, the Company shallsubject to applicable Law, Seller shall (and shall cause its Subsidiaries to) afford Buyer’s officers and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Closing, at all reasonable times to the Company’s and its RepresentativesSubsidiaries’ employees, properties, officesbooks, and other facilities and to all books contracts and records and, during such period, Seller shall (and shall cause its Subsidiaries to) furnish Parent with promptly to Buyer all financialinformation concerning the Company’s and its Subsidiaries’ business, operating properties and other data and information personnel as Parentmay reasonably be requested, through its Representativesprovided, may from time to time reasonably request (provided that that, no investigation pursuant to this Section 6.7 3.4 shall affect or be deemed to modify any representation or warranty made by Seller herein, and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require Seller or its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent Seller would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any information of Seller or any of its Subsidiaries that is subject to legal privilege, or (iii) to permit any environmental sampling or invasive environmental testing, except to the extent required pursuant to Section 3.7(c)(iv) in connection with the Financing 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 Merger Sub 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 no force and effect to the extent that Parent and Merger Sub (Seller or 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 its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge other Person designated by Seller. All such employees of their normal duties. Neither the Company nor any of its Subsidiaries information shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement and Access Agreement.

Access and Reports. Subject to applicable Law, (a) From upon reasonable notice, the date of this Agreement Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, 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, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, officespersonnel as may reasonably be requested, and other facilities (b) as soon as reasonably practicable but in no event later than thirty (30) days after the date of this Agreement, make available to Parent online or in physical format substantially all tower files and related Cell Site information (including substantially all information necessary for Parent to all books confirm compliance with respect to the businesses operated by the Company and records its Subsidiaries with the FCC Rules and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time FAA Rules relating to time reasonably request (towers); provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company would result in the disclosure of any Trade Secrets of third parties, violate any applicable Laws or violate any of its obligations with respect to confidentiality 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 disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.7 6.6 shall be of no force and effect directed to the extent that Parent and Merger Sub (executive officer or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesapplicable Confidentiality Agreement.

Access and Reports. Subject to applicable Law and any applicable privileges and protections (aincluding attorney-client privilege, attorney work-product protections and confidentiality protections) From 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 date of this Agreement Company has taken, or has caused its Subsidiaries, as applicable, to the Effective Timetake, commercially reasonable efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent’s officers and their other Representatives to(including, afford to the Representatives of Parent extent requested by Parent, the Debt Financing Sources and consultants) reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Effective Time, at all reasonable times to its Representativesemployees, properties, officesbooks, and other facilities and to all books contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all financialinformation concerning its business, operating properties and other data and information personnel as may reasonably be requested (including, to the extent requested by Parent, through its Representatives, may from time to time reasonably request (the Debt Financing Sources and consultants); provided that 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 herein). Notwithstanding ; and provided further, that the foregoingforegoing shall not require the Company (a) to permit any inspection, (i) or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is Company would result in material breach the disclosure of any covenant trade secrets of third parties or agreement hereunder, and violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (iib) to disclose 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 privileged information of the Company or its 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 (Subsidiaries, it being agreed that, in each case of clause (a) and (b), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the parties Company and Parent shall use their respective reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in reasonably be expected to violate such jeopardy restriction or contravention), (y) which it is required to keep confidential waive the applicable privilege or protection. All such information shall be governed by reason of contract or (z) which, in the reasonable opinion terms of the CompanyConfidentiality Agreements; provided that (A) Parent shall be permitted to involve, constitute trade secrets or other sensitive materials or information. Notwithstanding anything 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 contrary, neither Parent nor its Representatives Debt Financing Sources pursuant to Section 7.14 or otherwise shall have not require the right to conduct any environmental sampling or testing at any of the properties prior written consent of the Company pursuant to the Confidentiality Agreements and may be made pursuant to the Debt Commitment Letter or its Subsidiariesother customary confidentiality undertakings from such Debt Financing Sources in the context of customary syndication practices.

Access and Reports. (a) From Subject to applicable Law, from and after the date hereof to the OP Merger Effective Time or the earlier termination of this Agreement to the Effective TimeAgreement, upon reasonable prior written notice, the Company BRE shall, and shall cause its each of the BRE Subsidiaries and their Representatives to, afford the to BNL, BNL OP and their respective Representatives of Parent reasonable access, consistent with during normal business hours, to its officers, employees, properties, offices and other facilities, books, Contracts and records; provided, that (1) the foregoing shall not require BRE or any of the BRE Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (B) any information that in the reasonable opinion of BRE would violate any applicable Law, at all reasonable times (C) such documents or information that are reasonably pertinent to any Proceeding between BRE and its RepresentativesAffiliates, properties, officeson the one hand, and BNL and its Affiliates, on the other facilities hand or (D) any information related to the negotiation and execution of this Agreement or to all books transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions and records and shall furnish Parent the actions of the Board of Managers of BRE (or any committee thereof) with all financial, operating and other data and information as Parent, through its Representatives, may from time respect to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding of the foregoing, (i) the right whether prior to or after execution of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach of any covenant or agreement hereunderAgreement, and (ii2) any such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the normal business or operations of the Company BRE or its Subsidiaries or otherwise result in any significant interference undue burden with respect to the prompt and timely discharge by such employees of BRE or its Subsidiaries of their normal dutiesduties and BNL shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of BRE that may result from any such requests for access. Neither Each of BNL and BRE, as it deems advisable and necessary, may reasonably designate commercially sensitive material provided to the Company nor other as “Outside Counsel Only Material” or with similar restrictions, and such materials and the information contained therein shall be given only to the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. Nothing in this Section 6.5 will be construed to require BRE, any of its Subsidiaries shall be required or any of their respective Representatives to provide prepare any reports, analyses, appraisals, opinions or other information. Any 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or BRE and its SubsidiariesSubsidiaries will be subject to BRE’s reasonable security measures, policies and insurance requirements.

Access and Reports. (a) From Subject to applicable Law, from and after the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and their Representatives to, afford to Parent, Merger Sub and each of their Representatives (including, to the Representatives of Parent extent requested by Parent, the Lenders), reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesofficers, employees, properties, offices, offices and other facilities facilities, books, Contracts and records; provided, that (i) the foregoing shall not require the Company or any of its Subsidiaries to all books permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) information that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, including any information related to the negotiation and records execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (access to the information described in this clause (D) shall furnish Parent be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with all financial, operating the normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and other data timely discharge by employees of the Company or its Subsidiaries of their normal duties and information as Parent, through its Representatives, may from time to time reasonably request (provided that iii) 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 herein). Notwithstanding the foregoing; provided, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 shall use its Subsidiaries or otherwise result in reasonable best efforts to allow for 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, to the extent applicable, to cause such information to be provided in a manner that would does not result in such jeopardy or contraventionthe effects set out in clauses (i)(A), (yi)(B) which it is required to keep confidential by reason of contract or (z) whichi)(C), 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesincluding by making appropriate substitute arrangements.

Access and Reports. (a) From Subject to Applicable Laws then in effect and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford to the officers and other authorized Representatives of this Agreement Parent, reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, contracts, personnel files and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly all information concerning its and their its Subsidiaries’ business, properties and personnel as may reasonably be requested by Parent and its Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (time; provided that any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Letter and 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 herein). Notwithstanding ; and provided, further, that the foregoing, foregoing shall not require the Company (i) (A) to permit any inspection that, in the right reasonable judgment of Parent and Merger Sub pursuant the Company, would be materially disruptive to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its Subsidiaries Subsidiaries, or otherwise (B) to disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any significant interference trade secrets of third parties or violate any of its obligations with the prompt and timely discharge by such employees respect to confidentiality, (ii) to disclose any information of their normal duties. Neither the Company nor or any of its Subsidiaries shall that would, in the reasonable judgment of the Company, be required prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to provide access to or otherwise make available any information relating to disclose 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 (x) where if and to the extent that the provision of such access or disclosure would jeopardize information could in the attorney-client privilege judgment of the Company or its Subsidiaries or contravene any Law (it being agreed that the based on advice of counsel violate Applicable Law. The parties shall will use their reasonable best efforts, efforts to make appropriate substitute arrangements under circumstances in which the extent applicable, 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 restrictions of the Company, constitute trade secrets or other sensitive materials or informationpreceding sentence apply. Notwithstanding anything to the contraryforegoing, unless with the express, prior written consent of the Company and under such conditions as the Company may reasonably require, neither Parent nor any of its Representatives shall have the right to conduct any environmental sampling surface or subsurface soil or surface or ground water sampling, monitoring, borings or testing at on any of the properties of owned or leased by the Company or any of its Subsidiaries. Parent agrees that it will not, and will cause its Representatives, not to use any information provided pursuant to this Section 6.6(a) for any competitive or other purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement shall apply with respect to information furnished by the Company hereunder.

Access and Reports. (a) From Subject to applicable Law, upon reasonable notice, the date Company shall (and shall cause its Subsidiaries to) afford to the officers and other authorized Representatives of this Agreement Parent, 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, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is Company would result in material breach the disclosure of any covenant trade secrets of third parties or agreement hereunderviolate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, and (ii) to disclose 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 information of the Company or its 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 that would jeopardize 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 sensitive or personal information that would expose the Company to the risk of liability. 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 well as any update of its outlook for the quarter or the balance of the Company or its Subsidiaries or contravene any Law (fiscal year as it being agreed may prepare for management’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement; provided, that notwithstanding the parties shall use their reasonable best effortsterms of the Confidentiality Agreement, to the extent applicable, to cause Parent may provide such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required potential sources of capital and to keep confidential by reason of contract or (z) which, in the reasonable opinion rating agencies and prospective lenders and investors during syndication of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything Available Financing subject to the contraryexecution of customary confidentiality agreements with such Persons regarding such information, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of with the Company or its Subsidiariesbeing named as an express third party beneficiary with rights of enforcement under such confidentiality agreements.

Access and Reports. Subject to applicable Law, upon reasonable notice, WRC and FCB each shall (aand shall cause its Subsidiaries to) From afford the date of this Agreement other’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, the Company shallproperties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by WRC or FCB herein, and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require WRC or FCB (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub WRC or FCB, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if WRC or FCB, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of WRC or FCB, as the case may be, or any of its Subsidiaries. All requests for information made pursuant to this Section 6.7 shall be of no force and effect directed to the extent that Parent and Merger Sub (executive officer or either of them) is in material breach of any covenant other Person designated by WRC or agreement hereunderFCB, and (ii) any as the case may be. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement to the Effective Time, upon Upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and their Representatives to, afford the Parent and Parent’s Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Effective Time, at all reasonable times to its Representativesemployees, properties, officescontracts, and other facilities and to all books and records and, during such period, 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 request; provided, however, that none of the Company or any of its Subsidiaries shall be required to permit any inspection or other access, or to disclose any information, that in its reasonable judgment would: (a) violate any of its obligations with all financial, operating and other data and information as Parent, through its Representatives, may from time respect to time reasonably request confidentiality (provided that no investigation 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 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 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 Company herein)in this Agreement. Notwithstanding the foregoingThe Company shall furnish promptly to Parent a copy of each report, (i) the right of Parent schedule, registration statement and Merger Sub other document filed by it or its Subsidiaries during such period pursuant to this Section 6.7 shall be the requirements of no force and effect federal or state securities Legal Requirements to the extent that Parent and Merger Sub (or either of them) is in material breach of any covenant or agreement hereundersuch report, 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 its 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 effortsschedule, to the extent applicable, 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 registration statement or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesdocument is not publicly available on XXXXX.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent’s officers and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Effective Time, at all reasonable times to its Representativesemployees, properties, officesbooks, and other facilities and to all books contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all financialinformation concerning its business, operating properties and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (be requested; provided that 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 herein); and provided, further, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would violate any of its obligations with respect to confidentiality to a third-party if the Company shall have used its commercially reasonable efforts to obtain the consent of such third-party to such inspection or disclosure. Notwithstanding If any of the foregoing, (i) the right of Parent and Merger Sub information or material furnished pursuant to this Section 6.7 shall be of no force and effect 6.6 includes materials or information subject to the extent that Parent and Merger Sub (or 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 its 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, work product doctrine or any other applicable privilege of the Company concerning pending or its Subsidiaries threatened legal proceedings or contravene any Law (it being agreed governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall use their reasonable best effortsnot, to waive or diminish in any way the extent applicableconfidentiality of such material or information or its continued protection under the attorney-client privilege, to cause work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to be provided in a manner that would not result in such jeopardy or contravention)protection under the attorney client privilege, (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 work product doctrine or other sensitive materials or information. Notwithstanding anything applicable privilege shall remain entitled to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariessuch protection under these privileges and this Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries and their Representatives to, afford the officers and other Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the Interim Period, at all reasonable times to its Representativesexecutive officers, properties, officesbooks, contracts and records and, during such period, each of Oncor Holdings and Oncor shall, and other facilities each shall cause its Subsidiaries to, furnish to Parent information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time the extent reasonably necessary to time reasonably request (effect the Purchase Transactions; provided that 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 an Oncor Entity herein; and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require any Oncor Entity to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent such Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if such Oncor Entity shall have used commercially reasonable efforts to 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) disclose any privileged information of the Oncor Entities if such Oncor Entity shall have used commercially reasonable efforts to furnish such information in a manner that does not result in the loss of such privilege, (iii) permit any invasive environmental investigation or sampling, including 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 transmission development projects, or relates to facilities and Merger Sub infrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be of no force and effect directed to Xxxxxx Buckfire & Co. or the extent that Parent and Merger Sub (or either of them) is individuals set forth in material breach of any covenant or agreement hereunder, and (ii) any Exhibit D. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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 effortsConfidentiality Agreements, to the extent applicable, 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 notwithstanding anything to the contrarycontrary therein, neither Parent nor its Representatives shall have remain in effect until the right Purchase Closing Date in accordance with their terms (but shall terminate and cease to conduct be of any environmental sampling further force or testing at any effect on such date as the Purchasers acquire, directly or indirectly, all of the properties of outstanding equity interests in the Company or its SubsidiariesOncor Entities).

Access and Reports. (a) From Subject to applicable Law, from and after the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries Subsidiaries, officers, directors and their Representatives employees, to, afford to Parent, Merger Sub and each of their Representatives (including, to the Representatives of Parent extent requested by Parent, the Financing Parties), reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesofficers, employees, properties, offices, offices and other facilities facilities, books, Contracts and records; provided, that (i) the foregoing shall not require the Company or any of its Subsidiaries to all books permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) information that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, including any information related to the negotiation and records execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (access to the information described in this clause (D) shall furnish Parent be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with all financial, operating the normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and other data timely discharge by employees of the Company or its Subsidiaries of their normal duties and information as Parent, through its Representatives, may from time to time reasonably request (provided that iii) 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 herein; 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 (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. Notwithstanding Without limiting the foregoing, (i) subject to applicable Law, from and after the right date No-Shop Period Start Date to the Effective Time or the earlier termination of this Agreement, upon the reasonable request of Parent and Merger Sub pursuant at reasonable times and upon reasonable prior notice, Parent and members of senior management of the Company will hold meetings no less frequently than once every two weeks to this Section 6.7 discuss post-Closing integration plans and progress in connection with Required Governmental Approvals and any other pre-Closing filings; provided that the members of senior management attending each such meeting shall be of no force selected by the Company in its reasonable discretion and effect to such meetings (including the extent that Parent timing thereof and Merger Sub (or either of thempreparation therefor) 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 unreasonably interfere unreasonably with the normal business or operations of the Company or its Subsidiaries or otherwise result in any significant interference undue burden with respect to 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 of their normal duties; provided, further, the Parties agree and acknowledge that the parties Company’s failure of compliance with the last sentence of this Section 5.6(a) shall use their reasonable best efforts, not be taken into account for purposes of determining whether the conditions referred to the extent applicable, 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 Article VI shall have the right been satisfied with respect to conduct any environmental sampling or testing at any performance in all material respects with this Section 5.6(a) except for willful and recurring failures of the properties of the Company or its Subsidiariescompliance.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its Employees, properties, assets, books, contracts, Tax Returns and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries and their Representatives to, afford the Representatives of ) furnish promptly to Parent reasonable access, consistent with applicable Law, at all reasonable times to information concerning its Representativesbusiness, properties, officesfinances, operations, assets, litigation matters, environmental compliance, cash-flow reports and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (be requested; provided that 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 herein)herein or the conditions to the obligations of the parties hereto under this Agreement; and provided, further, that the foregoing shall not require the Company to (a) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (b) disclose any privileged information of the Company or any of its Subsidiaries. Notwithstanding the foregoing, (i) the right of Parent and Merger Sub All requests for information made pursuant to this Section 6.7 6.8 shall be of no force and effect directed to the extent that Parent and Merger Sub (executive officer or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written noticenotice from Buyer to the Company, the Company shallshall afford Buyer’s officers and other authorized representatives and the Lenders, upon reasonable notice, reasonable access to the properties, Books and shall cause Records and Contracts and other documents of the Company and its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 throughout the period prior to the Closing Date and, during such a manner period, the Company shall make available promptly to Buyer all information concerning the businesses, affairs, operations, properties and personnel of the Company and its Subsidiaries as Buyer may reasonably request and, with the Company’s prior written consent (such consent not to interfere be unreasonably with withheld), to those managers, officers, directors, employees, agents, accountants and counsel of the Company who have any knowledge relating to the Company or the business of the Company, and a reasonable opportunity to make such investigations as Buyer and such officers and authorized representatives reasonably request, provided that the foregoing shall not require the Company or operations its Affiliates (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or its Subsidiaries or otherwise the applicable Affiliate would result in the disclosure of any significant interference trade secrets or violate any of its obligations with respect to confidentiality, (ii) to disclose any privileged information of the prompt and timely discharge by such employees Company or any of their normal dutiesits Affiliates to the extent it would reasonably be expected to cause the loss of attorney-client privilege on any material information, or (iii) to permit any environmental sampling, testing or other intrusive investigations of the Leased Real Property. Neither the Company nor any of its Subsidiaries shall be required the Fully Diluted Common Holders (including the Stockholders’ Representative) make any representation or warranty as to provide access to or to disclose the accuracy of any information (xif any) where provided pursuant to this Section 5.1, and Buyer may not rely on the accuracy of any 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 effortsinformation, in each case except to the extent applicable, 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, expressly set forth 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries’s representations and warranties contained in Article III.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (aand each shall cause its Subsidiaries (other than the Oncor Entities) From to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of this Agreement to the Termination Date and the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, and EFIH shall (and each shall cause its Subsidiaries and their Representatives (other than the Oncor Entities) to, afford the Representatives of ) furnish to Parent reasonable access, consistent with applicable Law, at all reasonable times to such information concerning its Representativesbusiness, properties, officesfacilities, operations and other facilities and to all books and records and shall furnish personnel as Parent with all financialreasonably requests; provided that, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding ; and provided, further, that the foregoing, foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to 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) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.7 6.4 shall be of no force and effect to governed by the extent that Parent and Merger Sub (or 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 its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries and their Representatives to, afford the officers and other Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the Interim Period, at all reasonable times to its Representativesexecutive officers, properties, officesbooks, contracts and records and, during such period, each of Oncor Holdings and Oncor shall, and other facilities each shall cause its Subsidiaries to, furnish to Parent information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time the extent reasonably necessary to time reasonably request (effect the Purchase Transaction; provided that 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 an Oncor Entity herein; and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require any Oncor Entity to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent such Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if such Oncor Entity shall have used reasonable best efforts to 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) disclose any privileged information of the Oncor 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, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and Merger Sub executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including 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 transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or either of them) is individuals set forth in material breach of any covenant or agreement hereunder, and (ii) any Exhibit C. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent and Merger Sub and their officers and other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours and upon reasonable advance notice throughout the period prior to the Company Merger Effective Time, at all reasonable times to its Representativesemployees, properties, officesbooks, 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, provided that all such investigations shall be reasonable in scope, and other facilities and to all books and records and shall furnish Parent with all financialprovided, operating and other data and information as Parentfurther, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company or its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub Company would (or either of themA) 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 disrupt the business or operations of the Company or its 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 or (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality if the Company shall be required have used reasonable best efforts to provide access obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any information the disclosure of which would violate applicable Law, (xiii) where to disclose any information that is subject to the 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 has used commercially reasonable efforts to obtain permission or consent of such access third party to such disclosure) or disclosure would jeopardize the (iv) to disclose any information subject to any attorney-client client, attorney work product or other legal privilege or would cause a risk of loss of privilege of the Company or any of its Subsidiaries or contravene any Law (it being agreed that provided that, in each case, the parties Company shall use their commercially reasonable best efforts, efforts to develop an alternative to providing such information reasonably acceptable to Parent). All requests for information made pursuant to this Section 6.6 shall be directed to the extent applicable, to cause executive officer or other Person designated by the Company. All such information to shall be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required to keep confidential governed by reason of contract or (z) which, in the reasonable opinion terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From Subject to applicable Law, upon reasonable notice, the date Company shall (and shall cause its Subsidiaries to) afford to the officers and other authorized Representatives of this Agreement Parent, 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, upon reasonable prior written noticeto its employees, properties, books, contracts, personnel files and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (be requested; provided 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 herein). Notwithstanding ; and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is Company, would result in material breach the disclosure of any covenant trade secrets of third parties or agreement hereunderviolate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, and (ii) to disclose 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 information of the Company or its 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 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 sensitive or personal information that would expose the Company to the risk of liability. 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 well as any update of its outlook for the quarter or the balance of the Company or its Subsidiaries or contravene any Law (fiscal year as it being agreed may prepare for management’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement; provided, that notwithstanding the parties shall use their reasonable best effortsterms of the Confidentiality Agreement, to the extent applicable, to cause Parent may provide such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required potential sources of capital and to keep confidential by reason of contract or (z) which, in the reasonable opinion rating agencies and prospective lenders and investors during syndication of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything Available Financing subject to the contraryexecution of customary confidentiality agreements with such Persons regarding such information, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of with the Company or its Subsidiaries.being named as an express third party beneficiary with rights of enforcement under such confidentiality agreements. 52

Access and Reports. (a) From Subject to applicable Law and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, the Company shall (and shall cause the Company Subsidiaries to) afford to the officers and other authorized Representatives of this Agreement Parent, reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written notice, to its and the Company shall, Subsidiaries’ officers and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, Company Subsidiaries’ properties, offices, offices and other facilities and to all books its and records the Company Subsidiaries’ books, contracts, personnel files and records, and, during such period, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested by Parent with all financial, operating and other data and information as Parent, through its Representatives, may Representatives from time to time reasonably request (time; provided that any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Schedule and 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 herein). Notwithstanding ; and provided, further, that the foregoing, foregoing shall not require the Company to (i) (A) permit any inspection that, in the right reasonable judgment of Parent and Merger Sub pursuant the Company, would be materially disruptive to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its Subsidiaries any of the Company Subsidiaries, or otherwise (B) disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any significant interference with the prompt and timely discharge by such employees trade secrets of their normal duties. Neither the Company nor third parties or violate any of its Subsidiaries shall obligations with respect to confidentiality, (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 to by applicable Law or legal process, provide access to or otherwise make available any information relating to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege 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 Company or its Subsidiaries or contravene any Law (it being agreed that the parties preceding sentence apply. The Confidentiality Agreement shall use their reasonable best efforts, apply with respect to the extent applicable, 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 furnished 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiarieshereunder.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) From 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 Effective TimeCompany by Parent or its Representatives and were not known by the Company, upon reasonable prior written noticein each case, as of the date of this Agreement); provided that (i) neither the Company shall, nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that 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 hereinor 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, (i) the right of Parent and Merger Sub . All requests for information made pursuant to this Section 6.7 shall be of no force and effect directed to the extent that Parent and Merger Sub (general counsel or 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 other Person designated by the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Parent, as applicable. All such employees of their normal duties. Neither the Company nor any of its Subsidiaries information shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement until the earlier of (x) termination of this Agreement pursuant to Article VIII and (y) the Effective Time, upon reasonable prior written noticenotice and unless otherwise prohibited by applicable Law, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, afford (i) provide to Parent and its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours to the Representatives of Parent reasonable accessoffices, consistent with applicable Law, at all reasonable times to its Representativesfacilities, properties, officesofficers, and other facilities and to all employees, agents, books and records of the Company and shall its Subsidiaries, (ii) furnish to Parent with all financialand its counsel, operating financial advisors, auditors and other data authorized Representatives such financial and operating data, compliance-related policies, procedures, reports, minutes and correspondence between the Company and its Subsidiaries and any Governmental Entity and other information as Parent, through Parent or its Representatives, Representatives may from time to time reasonably request and (provided that no investigation iii) reasonably cooperate with Parent and its Representatives in connection with any inspection or evaluation requested or conducted pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by 6.7, provided that, in each case, the Company herein)shall not be required to permit any inspection, or disclose any document or information, that would, in the reasonable judgment of the Company, (A) violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of this Agreement (or entered into after the date of this Agreement in compliance with Section 6.1) after consultation with its outside counsel, (B) result in a violation of applicable Law, including any fiduciary duty, (C) after consultation with its outside counsel, waive the protection of any attorney-client privilege or (D) result in the disclosure of any sensitive or personal information that would expose the Company to the risk of Liability; provided further that the parties hereto shall cooperate in good faith to find a way to allow as much access to or disclosure of such information as may be possible or provide a reasonable alternative to such access or disclosure that would not (in the good faith belief of the Company, after consultation with outside counsel) be reasonably likely to result in the violation of any such agreement or Law or cause such privilege to be undermined with respect to such information or waive or reveal such sensitive or personal information, including through the use of customary “clean team” or other similar procedures. Notwithstanding anything to the foregoingcontrary in this Section 6.7 or elsewhere in this Agreement, (i) neither Parent nor any of its representatives will be permitted to collect or analyze any environmental samples or perform any invasive environmental procedure with respect to any property of the right Company or any of Parent and Merger Sub its Subsidiaries. All information made available or disclosed pursuant to this Section 6.7 shall be of no force and effect subject to the extent that terms of the Confidentiality Agreement, dated July 27, 2015, between Parent and Merger Sub (or 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 its 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, to the extent applicable, to cause such information to be provided in a manner that would not result in such jeopardy or contravention“Confidentiality Agreement”), (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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.

Access and Reports. Upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford JAB’s officers and other authorized “Representatives” (as defined in the date of this Agreement Confidentiality Agreement) reasonable access during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to JAB all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, afford the Representatives of Parent reasonable accessfurther, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding herein or otherwise limit or affect the foregoingremedies available to JAB; provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to this Section 6.7 confidentiality if the Company shall be have used reasonable best efforts to obtain the consent of no force and effect such third party to such inspection or disclosure, (ii) to disclose any information to the extent that Parent and Merger Sub (or either it would cause a loss 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 privilege to interfere unreasonably with the business or operations of the Company or its 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 or (iii) 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 violate applicable Law (it being agreed agreed, with respect to clauses (i) and (ii), that the parties shall use their reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required . All requests for information made pursuant to keep confidential this Section 6.6 shall be directed to the executive officer or other Person designated by reason of contract or (z) which, in the reasonable opinion Company. All information obtained pursuant to this Section 6.6 shall be governed by the terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (aand each shall cause its Subsidiaries (other than the Oncor Entities) From to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of this Agreement to the Termination Date and the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, and EFIH shall (and each shall cause its Subsidiaries and their Representatives (other than the Oncor Entities) to, afford the Representatives of ) furnish to Parent reasonable access, consistent with applicable Law, at all reasonable times to such information concerning its Representativesbusiness, properties, officesfacilities, operations and other facilities and to all books and records and shall furnish personnel as Parent with all financialreasonably requests; provided that, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to 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) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.7 6.4 shall be of no force and effect to governed by the extent that Parent and Merger Sub (or 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 its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesConfidentiality Agreement. 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.77

Access and Reports. (a) From Subject to applicable Law, during the date of this Agreement to the Effective Time, Interim Period upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent’s officers and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours and in a manner that minimizes disruption to the business operations of the Company and its Subsidiaries, at all reasonable times to its RepresentativesEmployees, properties, officesassets, and other facilities and to all books books, Contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all financialinformation concerning its business, operating properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and other data and information personnel as Parentmay reasonably be requested; provided, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding herein or the foregoingconditions to the obligations of the parties hereto under this Agreement; and provided, further, that the foregoing shall not require the Company to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company (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 the Company 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 Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.7 shall be of no force and effect directed to the extent that Parent and Merger Sub (executive officer or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written noticeadvance notice from the Controlling Shareholder, the Company shall, shall (and shall cause its Subsidiaries and their Representatives to, ) afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, Controlling Shareholder’s officers and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information authorized Representatives reasonable access (so long as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 access does not to unreasonably interfere unreasonably with the business or operations of the Company or its Subsidiaries), during normal business hours throughout the period prior to the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to the Controlling Shareholder and its authorized Representatives all information concerning its business, properties and personnel as may reasonably be requested. Notwithstanding the foregoing, none of the Controlling Shareholder, Merger Sub or otherwise their Representatives shall have access to any books, records, documents or other information to the extent that such books, records, documents or other information is subject to the terms of a confidentiality agreement with a third party (provided that at the request of the Controlling Shareholder, the Company shall use its commercially reasonable efforts to obtain waivers from such third parties), (ii) to the extent that the disclosure of such books, records, documents or other information would result in any significant interference with the prompt and timely discharge 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 the extent disclosure of such employees of their normal duties. Neither 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 nor (or any of its Subsidiaries shall be required to provide access to Affiliates), or to disclose information (xv) 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, to the extent applicablethe Company determines in good faith that such books, to cause such records, documents or other 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 involves trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries. All information provided or made available pursuant to this Section 6.6 to the parties or their Representatives shall be subject to the confidentiality agreement set forth in Section 6.15 (the “Confidentiality Agreement”). The Controlling Shareholder shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 6.6 by their Representatives.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent’s officers and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Control Date, at all reasonable times to its Representativesofficers and other senior employees, properties, officesbooks, and other facilities and to all books contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all financialinformation concerning its business, operating properties and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (be requested; provided that 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 herein); provided, further, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 ______________ 5 MLBP, MLBPA, NFLP, NFLPA and NBAP. the Company or its 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 All requests for information made pursuant to this Section 7.7 shall be required directed to provide access to the individual or to disclose other Person designated by the Company. All such information (x) where such access or disclosure would jeopardize shall be governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreements.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested; provided, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding ; provided, further, that the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 foregoing shall be of no force and effect to the extent that Parent and Merger Sub (or 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 require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (a) unreasonably interfere with the Company’s business operations, (b) result in a waiver or otherwise result in jeopardize the protection of any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither applicable privilege (including attorney-client privilege) or other immunity or protection or (c) contravene any Law applicable to the Company nor or any of its Subsidiaries or their respective businesses or, in any material respect, any Contract to which the Company or any of its Subsidiaries is a party or by which any of their assets or properties are bound. In the event that the Company withholds information on the basis of the foregoing clauses (a) through (c), the Company shall be inform the Parent as to the 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 of commercially reasonable efforts to (i) obtain the required consent or waiver of any third party 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, to the extent applicable, to cause such information and (ii) implement appropriate and mutually agreeable measures to be provided permit the disclosure of such information in a manner that would not result in to remove the basis for the objection. All requests for access or information made pursuant to this Section 6.6 shall be directed to the specific executive officer or other Person designated by the Company. All such jeopardy or contravention), (y) which it is required to keep confidential information shall be governed by reason of contract or (z) which, in the reasonable opinion terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From Subject to applicable Law, from and after the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written noticerequest, the Company shall, and shall cause its Subsidiaries and their Representatives to, afford the to Parent, Merger Sub and/or their respective Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesofficers, key employees, properties, offices, offices and other facilities facilities, books, Contracts and to all books and records and shall furnish Parent with all financialrecords; provided, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right foregoing shall not require the Company or any of Parent and Merger Sub pursuant its Subsidiaries to this Section 6.7 shall be permit access to (A) any inspection or any information that would violate any of no force and effect its obligations with respect to confidentiality, (B) any information to the extent disclosure of which would result in the loss of attorney-client privilege, accountant-client privilege or other similar privilege applicable to such documents or information, trade secret protection or the protection afforded under the work product doctrine, (C) any information that Parent in the reasonable opinion of the Company would violate any applicable Law or result in a breach of a Contract to which the Company or any of its Subsidiaries are bound or (D) any information related to the negotiation and Merger Sub execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or either any committee thereof) with respect to any of themthe foregoing, whether prior to or after execution of this Agreement; provided, that in the event the restrictions of the foregoing clauses (i)(A) is and (B) apply, the Company shall provide Parent (or alternatively one or more of the Parent Entities) with a reasonable description of the general nature of the information not provided and the Company shall, at Parent’s request, reasonably cooperate in material breach good faith to design and implement alternative disclosure arrangements to enable Parent (or alternatively one or more of the Parent Entities) to evaluate any covenant such information, in each case without resulting in any such violation or agreement hereunderloss, 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 normal business or operations of the Company or its Subsidiaries or otherwise result in any significant interference undue burden with respect to 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 of their normal duties and Parent shall use their its commercially reasonable best efforts, efforts to minimize to the extent applicable, reasonably practicable any disruption to cause the businesses of the Company that may result from any 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 requests for access. Each of contract or (z) which, in the reasonable opinion of Parent and the Company, constitute trade secrets as it deems advisable and necessary, may reasonably designate as contemplated by the Clean Team NDA or other the JDA competitively sensitive materials or information. Notwithstanding anything material provided to the contrary, neither Parent nor its Representatives shall have the right other as “Outside Counsel Only Material” or with similar restrictions (including provision of materials to conduct any environmental sampling one or testing at any more of the properties Parent Entities or Representatives thereof other than Parent or Merger Sub), and such materials and the information contained therein shall be given only to the outside counsel of the Company recipient, or its Subsidiariesotherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties.

Access and Reports. Subject to applicable Law, upon reasonable advance notice from the Buyer, the Seller Management shall (aand shall cause the Seller's Subsidiaries to) From afford the date Buyer's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the earlier of the Closing Date or the termination of this Agreement in accordance with Article IX, to its employees, properties, books, contracts and records and, during such period, the Seller (to the Effective Time, upon reasonable prior written notice, the Company shall, extent it is able) and Seller Management shall (and shall cause the Seller's Subsidiaries to) furnish as promptly as reasonably practicable the Buyer and its Subsidiaries authorized Representatives all information concerning its business, properties and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein)requested. Notwithstanding the foregoing, none of the Buyer or its Representatives shall have access to any books, records, documents or other information (i) to the right extent that such books, records, documents or other information is subject to the terms of Parent a confidentiality agreement with a third party (provided that at the request of the Buyer, the Seller shall use its commercially reasonably efforts to obtain waivers from such third parties), (ii) to 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, or (iv) to the extent disclosure of such books, records, documents or other information, as reasonably determined by the Seller's counsel, would be reasonably likely to result in antitrust difficulties for the Seller (or any of its Affiliates) and Merger Sub provided further that the Joint Official Liquidators shall be under no obligation to disclose copies of their books and 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 of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach responsible for any unauthorized disclosure 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 its 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, to the extent applicable, to cause such information provided or made available pursuant to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required to keep confidential this Section 6.04 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesRepresentatives.

Access and Reports. (a) From the date of this Agreement . Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries and their Representatives to, afford the officers and other Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the Interim Period, at all reasonable times to its Representativesexecutive officers, properties, officesbooks, contracts and records and, during such period, each of Oncor Holdings and Oncor shall, and other facilities each shall cause its Subsidiaries to, furnish to Parent information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time the extent reasonably necessary to time reasonably request (effect the Purchase Transaction; provided that 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 an Oncor Entity herein; and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require any Oncor Entity to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent such Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if such Oncor Entity shall have used reasonable best efforts to 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) disclose any privileged information of the Oncor 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, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and Merger Sub executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including 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 transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or either of them) is individuals set forth in material breach of any covenant or agreement hereunder, and (ii) any Exhibit C. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent’s officers and their other Representatives toand, afford subject to the Representatives prior written approval of Parent the Company (such approval not to be unreasonably withheld, delayed or conditioned), potential financing sources (that are not in competition in any material respect with the Company or its Subsidiaries, other than activities relating to financial transactions, including commodity hedging and trading activities), reasonable access, consistent with applicable Lawduring normal business hours throughout the period from the date hereof and through the Effective Time, at all reasonable times to its Representativesemployees, properties, officesbooks, and other facilities and to all books contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all financialinformation concerning its business, operating properties, facilities, operations and other data and information personnel as Parentmay reasonably be requested, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to 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 or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if the Company shall have used commercially reasonable efforts to furnish such information in a manner that does not result in the loss of such privilege. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of no force and effect the Confidentiality Agreement. Subject in all respects to the terms of this Section 6.6, promptly after receipt thereof, the Company shall deliver to Parent copies of any written reports to the Company’s risk management forum, pursuant to the Company’s existing risk management policies, in connection with any breaches of, or exceptions from, the Company’s existing risk management policies, provided that to the extent that Parent such exceptions include information related to commodity hedging and Merger Sub (trading transactions or either of them) is in material breach of any covenant or agreement hereunderto counterparties covered by confidentiality provisions, 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 its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by shall provide a modified form of 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 exception report excluding 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.

Access and Reports. (a) From Subject to applicable Law, from the date of this Agreement hereof throughout the period prior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, the Company shall, afford Parent's officers and shall cause its Subsidiaries and their other authorized Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesemployees, properties, officesbooks, contracts and records, (ii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent, and other facilities (iii) within twenty (20) days after the end of each month following the date hereof, furnish to Parent an unaudited monthly consolidated statements of operations for the Company and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (Subsidiaries; provided that 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 herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality 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 disclose any privileged information of the Company or any of its Subsidiaries, or (iii) to disclose any sensitive or personal information that could reasonably be expected to expose the Company to the risk of liability. All requests for information made pursuant to this Section 6.7 6.6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or 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 General Counsel of the Company or its Subsidiaries or otherwise result in any significant interference with other Person designated by the prompt and timely discharge by Company. All such employees of their normal duties. Neither the Company nor any of its Subsidiaries information shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford 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, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent and Parent’s officers, employees and other authorized Representatives (including financing sources) information concerning its business, properties and personnel as may reasonably be 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 (ii) reasonable access to KPMG, the Company’s external auditors, and 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 in their preparation of the February Balance Sheet, subject to Parent signing a customary confidentiality and indemnity letter if requested by such auditors; provided that Parent and its 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 to the Effective Time, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.

Access and Reports. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement to the Effective TimeAgreement, upon reasonable prior written notice, Parent and the Company shallshall each, and shall use its reasonable best efforts to cause its Subsidiaries each of their respective Subsidiaries, officers, directors and their Representatives representatives to, afford to the Representatives of Parent other reasonable accessaccess during normal business hours, consistent with applicable Law, at all reasonable times to each of its Representativesrespective officers, employees, properties, offices, and other facilities and to all books and records records, and shall furnish Parent the other with all financial, operating and other data and information as Parent, through its Representatives, may from time to time the other shall reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein)in writing. Notwithstanding the foregoingforegoing and Section 5.24, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 other Party or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such the employees of the other Party of their normal duties. Neither the Company Party nor any of its Subsidiaries shall be required to provide access to or to disclose information (x) where such access or disclosure would would, in the reasonable judgment of such Party, (i) breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege of the Company held by such Party, (iii) otherwise violate any applicable Law, including any antitrust Law or (iv) cause significant competitive harm to such Party or its Subsidiaries if the Transactions are not consummated; provided, further, however, that (1) with respect to clauses (i) through (iv) if such information cannot be disclosed pursuant to such clauses, such Party and its Subsidiaries shall disclose as much of such information as is practicable (through redactions, summaries or contravene any Law (it being agreed that other appropriate means) to the parties other Party without violating the applicable restrictions on disclosure of such information or waiving such privilege and shall use their reasonable best effortsefforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to the extent applicable, to cause allow for such information to be provided disclosure in a manner that would does not result in such jeopardy or contravention)the loss of attorney-client privilege, and (y2) which it is required nothing herein shall authorize any Party 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 have the right to conduct undertake any invasive environmental sampling or testing at any of the properties of owned, operated or leased by the Company other Party or its Subsidiaries, without such other Party’s prior written consent in its sole discretion. Each Party agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.8 or Section 5.24 for any competitive or other purpose unrelated to the Transactions.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company Seller shall, and shall cause its Subsidiaries and their Representatives to, afford the Buyer’s officers and other authorized Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period prior to the Closing, at all reasonable times to its Representativesthe Business Employees, Contracts and the properties, offices, and other facilities and to all books and records Related to the Business and, during such period, Seller shall, and shall cause its Subsidiaries to, furnish Parent with promptly to Buyer all financialinformation concerning its business, operating properties and other data and information personnel Related to the Business as Parentmay reasonably be requested; provided, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 5.3 shall affect or be deemed to modify any representation or warranty made by Seller herein. The foregoing shall not require Seller (a) to permit any inspection, or to disclose any information, that in the Company herein). Notwithstanding the foregoing, reasonable judgment of Seller would result in (i) the right disclosure of Parent any trade secrets of third parties or (ii) the violation of or the creation of any liability under any Law by Seller or any of its Subsidiaries or (b) to disclose any privileged information of Seller or any of its Subsidiaries; provided, however, that in accordance with such trade secret or Law and Merger Sub in a manner that does not result in the waiver of any such privilege, Seller and its Subsidiaries shall use their respective commercially reasonable efforts to 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 respect any rights any Person may have with respect to discovery or the production of documents or other information in connection with any litigation and, for the avoidance 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 Jxxxx Xxxxxxxx ([***]) and Axxxxx Xxxxx ([***]) or any other Person designated in writing to Buyer by Seller. All information received or accessed by Buyer pursuant to this Section 5.3 shall be governed by the terms of no force and effect the Confidentiality Agreement prior to the extent that Parent and Merger Sub (or 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 its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesClosing.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written noticeadvance notice from the Strategic Investor or the Controlling Shareholder, the Company shall, shall (and shall cause its Subsidiaries and their Representatives to, ) afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, Strategic Investor’s and the Controlling Shareholder’s officers and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information authorized Representatives reasonable access (so long as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 access does not to unreasonably interfere unreasonably with the business or operations of the Company or its Subsidiaries), during normal business hours throughout the period prior to the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Strategic Investor and the Controlling Shareholder and their authorized Representatives all information concerning its business, properties and personnel as may reasonably be requested. Notwithstanding the foregoing, none of the Strategic Investor, the Controlling Shareholder, Merger Sub or otherwise their Representatives shall have access to any books, records, documents or other information (i) to the extent that such books, records, documents or other information is subject to the terms of a confidentiality agreement with a third party (provided that at the request of the Strategic Investor and the Controlling Shareholder, the Company shall use its commercially reasonable efforts to obtain waivers from such third parties), (ii) to the extent that the disclosure of such books, records, documents or other information would result in any significant interference with the prompt and timely discharge 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 the extent disclosure of such employees of their normal duties. Neither 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 nor (or any of its Subsidiaries shall be required to provide access to Affiliates), or to disclose information (xv) 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, to the extent applicablethe Company determines in good faith that such books, to cause such records, documents or other 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 involves trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries. All information provided or made available pursuant to this Section 6.6 to the parties or their Representatives shall be subject to the confidentiality agreement dated May 26, 2010, among the Strategic Investor, the Controlling Shareholder and the Independent Committee (the “Confidentiality Agreement”). The Strategic Investor and the Controlling Shareholder shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 6.6 by their Representatives.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Sponsor and Merger Sub and their officers and other authorized Representatives reasonable access, including reasonable access for the date purposes of this Agreement conducting environmental site assessments and surveys, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Sponsor and their Representatives toMerger Sub all information concerning its business, afford the Representatives of Parent reasonable accessproperties and personnel as may reasonably be requested, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding , and provided, further, that the foregoing, foregoing shall not require the Company or its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub the Company would (A) unreasonably disrupt the operations of the Company or any of its Subsidiaries or (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality 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 disclose any privileged information of the Company or any of its Subsidiaries (provided that, in each case, the Company shall use commercially reasonable efforts to develop an alternative to providing such information reasonably acceptable to Sponsor). All requests for information made pursuant to this Section 6.7 shall be of no force and effect directed to the extent that Parent and Merger Sub (executive officer or either of them) is in material breach of any covenant or agreement hereunder, and (ii) any other Person designated by the Company. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business terms of the Confidentiality Agreement. Sponsor shall indemnify and hold harmless the Company and its Subsidiaries for any damages, losses, costs or operations of expenses actually incurred by the Company or its Subsidiaries that are directly caused by any negligent act or otherwise result omission of Sponsor, Merger Sub or their officers and other authorized Representatives in connection with any significant interference with the prompt such investigation conducted by Sponsor, Merger Sub or their officers and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required other authorized Representatives pursuant 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiariesthis Section 6.7.

Access and Reports. (a) From Subject to applicable Law and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, the Company shall (and shall cause the Company Subsidiaries to) afford to the officers and other authorized Representatives of this Agreement Parent, reasonable access, during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written notice, to its and the Company shall, Subsidiaries’ officers and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, Company Subsidiaries’ properties, offices, offices and other facilities and to all books its and records the Company Subsidiaries’ books, contracts, personnel files and records, and, during such period, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested by Parent with all financial, operating and other data and information as Parent, through its Representatives, may Representatives from time to time reasonably request (time; provided that any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Schedule and 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 herein). Notwithstanding ; and provided, further, that the foregoing, foregoing shall not require the Company to (i) (A) permit any inspection that, in the right reasonable judgment of Parent and Merger Sub pursuant the Company, would be materially disruptive to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its Subsidiaries any of the Company Subsidiaries, or otherwise (B) disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any significant interference with the prompt and timely discharge by such employees trade secrets of their normal duties. Neither the Company nor third parties or violate any of its Subsidiaries shall obligations with respect to confidentiality, (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 to by applicable Law or legal process, provide access to or otherwise make available any information relating to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege 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 Company or its Subsidiaries or contravene any Law (it being agreed that the parties preceding sentence apply. The Confidentiality Agreement shall use their reasonable best efforts, apply with respect to the extent applicable, 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 furnished 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiarieshereunder.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior advance written noticenotice from Parent to the Shareholder Representative, the Company shall, and shall cause its Subsidiaries and their Representatives the Purchased Companies to, afford Parent’s officers and other authorized Representatives (subject to entry into customary access and indemnification letters) reasonable access to the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its personnel (including Representatives), properties, offices, Books and other facilities Records (including the Books and to all books and records and shall furnish Parent with all financial, operating Records and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by of the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect Purchased Companies relating to the extent that Parent proposed technology transfer of the [***] manufacturing activities to the [***]) and Merger Sub (or either Contracts and auditors of them) is in material breach of any covenant or agreement hereunder, and (ii) any such investigation or consultation shall be conducted the Purchased Companies during normal business hours throughout the period from the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with Article X, and, during such a manner period, the Company shall and shall cause the Purchased Companies to make available promptly to Parent and its Representatives all information concerning the operations, financials, properties, assets (including Company Intellectual Property Rights Books and Records) and personnel (including Representatives) of 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 with respect to any of the transactions contemplated by this Agreement; provided further that the foregoing shall not require the Company, the other Purchased Companies, or their respective Affiliates (i) to interfere unreasonably with 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 operations 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 its Subsidiaries or otherwise the applicable Affiliate would result in the disclosure of any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor trade secrets or violate any of its Subsidiaries shall be required obligations with respect to confidentiality, (iii) to disclose any information of the Purchased Companies or any of their respective Affiliates that the Company reasonably determines in 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 business 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 to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege of divestiture process conducted by the Company or any of its Subsidiaries Affiliates vis-à-vis any Person other than Parent, Merger Sub or contravene any Law of their respective Affiliates, or the Company’s or any of its Affiliates’ (it being agreed that or their Representatives’) evaluation of the parties shall use their reasonable best effortsbusiness of the Purchased Companies in connection therewith, to the extent applicableincluding projections, to cause such financial and other information to be provided in a manner that would not result in such jeopardy or contravention)related thereto, (yvii) 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 have the right to conduct permit any environmental sampling or testing at with respect to the Owned Real Property or Leased Real Property or (viii) to disclose any of information to the properties of 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 shall use commercially reasonable efforts to 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 its Subsidiariesfurnish such access and information without violating any applicable Law or Contract or jeopardizing attorney-client privilege. All requests for information made pursuant to this Section 5.1 shall be directed to the Chief Business Development and Legal Officer of PaxVax U.S., or such other Person designated by the Shareholder Representative in a written notice given to Parent, and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement.

Access and Reports. (a) From Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable prior written notice, the Company shall, and shall cause each of its Subsidiaries and their Representatives to, (i) afford the Representatives to Parent, Merger Sub and each of Parent their Representatives, reasonable access, consistent with applicable Lawduring normal business hours, at all reasonable times to its Representativesofficers, employees, properties, offices, offices and other facilities and to all books facilities, books, contracts and records and shall (ii) furnish Parent with all financialor cause to be furnished such information concerning the business, operating properties, Contracts, assets, liabilities, personnel and other data aspects of the Company and information its Subsidiaries as Parent, through its Representatives, Parent Merger Sub or their Representatives may from time to time reasonably request (request; provided that (x) 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 herein). Notwithstanding the foregoing, (iy) the right foregoing shall not require the Company or any of Parent and Merger Sub pursuant its Subsidiaries (A) to this Section 6.7 permit any inspection, or to disclose any information that would violate any of its obligations with respect to confidentiality so long as the Company shall be have used reasonable best efforts to obtain the consent of no force and effect such third party to the extent that Parent and Merger Sub allow such inspection or disclosure or (or either of themB) is in material breach of to disclose 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 information of the Company or its 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 that would jeopardize 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 or its Subsidiaries or contravene any Law Disclosure Letter shall only be available for review at the offices of the Company by Parent, Merger Sub and their Representatives (it being agreed that the parties shall use and financing sources and their reasonable best effortsRepresentatives, to the extent applicable, they are entitled to cause access to such information pursuant to Section 5.14) and shall not be provided in a manner that would not result in removed, copied or duplicated by any 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesPerson.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written noticenotice from the Buyer to any Seller, the Company such Seller shall, and shall cause its Subsidiaries and their Representatives the Purchased Companies to, afford Buyer’s officers and other authorized representatives reasonable access to the Representatives of Parent reasonable accesssenior management personnel, consistent with applicable Law, at all reasonable times to its Representativesfacilities, properties, officesBooks and Records and Contracts of the Purchased Companies during normal business hours throughout the period prior to the Closing Date and, and other facilities and to all books and records during such period, each Seller shall and shall furnish Parent cause the Purchased Companies to make available promptly to Buyer all information concerning the operations, properties and personnel of the Purchased Companies as Buyer may reasonably request, provided that the foregoing shall not require any Seller or its Affiliates (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of such Seller or the applicable Affiliate would result in the disclosure of any trade secrets or violate any of its obligations with all financial, operating and other data and information as Parent, through its Representatives, may from time respect to time reasonably request confidentiality existing on the date hereof or incurred after the date hereof in the ordinary course of business (provided that, if requested by Buyer, such Seller or its Affiliate shall use commercially reasonable efforts to seek a waiver from any such confidentiality obligations), (ii) to disclose any privileged information of any Seller or any of its Affiliates, (iii) to permit any environmental sampling, testing or other intrusive investigations of any soil, sediment, indoor or outdoor air, building materials or surfaces, groundwater or surface water at any Owned Real Property or Leased Real Property or (iv) to take any action that no investigation would reasonably be expected to cause material disruption to the business of such Seller or its Affiliates. All requests for information made pursuant to this Section 6.7 shall affect or be deemed directed to modify any representation or warranty made the Person designated by the Company herein). Notwithstanding applicable Seller in a notice given to the foregoingBuyer, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 all such information shall be governed by the terms of no force Section 5.4 and effect to the extent that Parent and Merger Sub (or 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 its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law and the other provisions of this Section 6.6, the Company shall (aand shall cause its Subsidiaries to), upon giving of reasonable notice by Xxxxxx, afford 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, offices and other facilities, and, during such period, the Company shall (and shall cause its Subsidiaries to) From furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested. The foregoing provisions of this Section 6.6 shall not require and shall not be construed to require either the Company to permit any access to any of 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 that in the reasonable judgment of the Company 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 this Agreement if the Company shall have used commercially reasonable efforts (without payment of any consideration, fees or expenses) to obtain the Effective Timeconsent of such third party to such inspection or disclosure (or entered into after the date of this Agreement in compliance with Section 6.1), upon reasonable prior written notice(ii) result in a violation of applicable Laws, including any fiduciary duty or (iii) waive the protection of any attorney-client or other privilege. In the event that Parent objects to any request submitted pursuant to and in accordance with this Section 6.6 and withholds information on the basis of the foregoing clauses (i) through (iii), the Company shall, shall inform Xxxxxx as to the general nature of what is being withheld and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoingforegoing impediments, including through the use of commercially reasonable efforts to (iA) obtain the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (required consent or either of them) is in material breach waiver 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 its 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 third party 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.and

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries and their Representatives to, afford the Representatives officers and other representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the Interim Period, at all reasonable times to its Representativesexecutive officers, properties, officesbooks, contracts and records and, during such period, each of Oncor Holdings and Oncor shall, and other facilities each shall cause its Subsidiaries to, furnish to Parent information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time the extent reasonably necessary to time reasonably request (effect the Purchase Transaction; provided that 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 an Oncor Entity herein; and provided, further, that the Company herein). Notwithstanding the foregoing, foregoing shall not require any Oncor Entity to (i) permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent such Oncor Entity would result in the disclosure of any trade secrets or other confidential information of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if such Oncor Entity shall have used reasonable best efforts to 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) disclose any privileged information of the Oncor 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, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and Merger Sub executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including 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 transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be of no force and effect directed to the extent that Parent and Merger Sub (or either of them) is individuals set forth in material breach of any covenant or agreement hereunder, and (ii) any Exhibit C. All such investigation or consultation information shall be conducted during normal business hours in such a manner as not to interfere unreasonably with governed by the business or operations terms of the Company or its 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law and the other provisions of this Section 6.6, the Company shall (aand shall cause its Subsidiaries to), upon giving of reasonable notice by Parent, afford 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, offices and other facilities, and, during such period, the Company shall (and shall cause its Subsidiaries to) From furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested. The foregoing provisions of this Section 6.6 shall not require and shall not be construed to require either the Company to permit any access to any of 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 that in the reasonable judgment of the Company 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 this Agreement if the Company shall have used commercially reasonable efforts (without payment of any consideration, fees or expenses) to obtain the Effective Timeconsent of such third party to such inspection or disclosure (or entered into after the date of this Agreement in compliance with Section 6.1), upon reasonable prior written notice(ii) result in a violation of applicable Laws, including any fiduciary duty or (iii) waive the protection of any attorney-client or other privilege. In the event that Parent objects to any request submitted pursuant to and in accordance with this S ection 6.6 and withholds information on the basis of the foregoing clauses (i) through (iii), the Company shall, shall inform Parent as to the general nature of what is being withheld and shall cause its Subsidiaries and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoingforegoing impediments, including through the use of commercially reasonable efforts to (iA) obtain the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (required consent or either of them) is in material breach waiver 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 its 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 third party 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.and

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written advance notice, the Company Seller shall, and shall cause its Subsidiaries each Target Company, General Partner Entity and their Representatives Sponsored Fund to, afford the Buyer’s officers and other authorized Representatives of Parent reasonable access, consistent during normal business hours from the Execution Date to the earlier of the Closing Date and the termination of this Agreement in accordance with applicable LawArticle VII (Termination), at all reasonable times to its Representativesemployees, officers, service providers, properties, officesbooks, and other facilities and to all books contracts and records and of such Target Company, General Partner Entity or Sponsored Fund, as applicable, and, during such period, shall furnish Parent with promptly to the Buyer all financialinformation in the possession of Seller concerning its business, operating properties and other data and information personnel as Parent, through its Representatives, the Buyer may from time to time reasonably request (request; provided that no investigation pursuant to this Section 6.7 the foregoing shall affect not require the Seller, such Target Company, such General Partner Entity or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, such Sponsored Fund (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (Seller, such Target Company, such General Partner Entity or either of them) is such Sponsored Fund, as applicable, would result in material breach the unauthorized disclosure of any covenant trade secrets of third parties or violate any of its obligations with respect to confidentiality (if any Law applicable to such Target Company, General Partner Entity or Sponsored Fund requires such Target Company, General Partner Entity or Sponsored Fund to restrict or prohibit access to such information) or (ii) to disclose any privileged information or waive other privileges or protections of such Target Company, General Partner Entity or Sponsored Fund under applicable Law that would violate the terms of any non-disclosure agreement hereunderwith 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 Buyer stating it is withholding information in reliance thereon; (y) take reasonable actions or implement arrangements (which could include, depending on the reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to a “clean team” or to outside legal counsel) in order to make information available to the Buyer or to Buyer’s Representatives to the extent reasonably possible; and (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 investigation or consultation shall be conducted during normal business hours activities (A) at their sole expense and (B) in such a manner as not to interfere unreasonably with the normal business or operations of the Company such Target Company, General Partner Entity or its Subsidiaries or otherwise result in any significant interference with the prompt Sponsored Fund. All information received pursuant to this Section 4.5 (Access and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries Reports) shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the date of this Agreement period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts, Tax Returns and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information personnel as Parent, through its Representatives, may from time to time reasonably request (be requested; provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein); provided further that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the Company’s good faith opinion, after consultation with legal counsel, would (i) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) violate the competition laws or (b) to disclose any information of the Company 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, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or 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 its 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 All requests for information made pursuant to this Section 6.7 shall be required directed to provide access to the individual or to disclose other Person designated by the Company. All such information (x) where such access or disclosure would jeopardize shall be governed by the attorney-client privilege terms of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. Upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) From afford Parent’s officers and other authorized “Representatives” (as defined in the date of this Agreement Confidentiality Agreement) reasonable access during normal business hours throughout the period prior to the Effective Time, upon reasonable prior written noticeto its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and their Representatives topersonnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, afford the Representatives of Parent reasonable accessfurther, consistent with applicable Law, at all reasonable times to its Representatives, properties, offices, and other facilities and to all books and records and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request (provided 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 herein). Notwithstanding herein or otherwise limit or affect the foregoingremedies available to Parent; provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the right reasonable judgment of Parent and Merger Sub pursuant the Company would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to this Section 6.7 confidentiality if the Company shall be have used reasonable best efforts to obtain the consent of no force and effect such third party to such inspection or disclosure, (ii) to disclose any information to the extent that Parent and Merger Sub (or either it would cause a loss 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 privilege to interfere unreasonably with the business or operations of the Company or its 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 or (iii) 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 violate applicable Law (it being agreed agreed, with respect to clauses (i) and (ii), that the parties shall use their reasonable best efforts, to the extent applicable, efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required . All requests for information made pursuant to keep confidential this Section 6.5 shall be directed to the executive officer or other Person designated by reason of contract or (z) which, in the reasonable opinion Company. All information obtained pursuant to this Section 6.5 shall be governed by the terms of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesConfidentiality Agreement.

Access and Reports. (a) From the date of this Agreement Subject to the Effective Timeapplicable Law, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent’s officers and their other Representatives to, afford the Representatives of Parent reasonable access, consistent with applicable Lawduring normal business hours throughout the period from the date hereof and though the Effective Time, at all reasonable times to its Representativesemployees, properties, officesfacilities, and other facilities and to all books books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all financialinformation concerning its business, operating properties, facilities, operations and other data and information personnel as Parentmay reasonably be requested, through its Representatives, may from time to time reasonably request (provided that 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 herein), and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used its reasonable best efforts to 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 or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if the Company shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege. All requests for information made pursuant to this Section 6.6 shall be directed to a Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Receiving Party and its Representatives (ieach as defined in the Confidentiality Agreement) may furnish Evaluation Material (as defined in the right 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 pursuant 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 Section 6.7 shall be Agreement irrespective and independently of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach availability of any covenant Third Party Investment, subject to fulfillment 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 waiver of the Company or its Subsidiaries or otherwise result conditions set forth 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, to the extent applicable, 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 have the right to conduct any environmental sampling or testing at any of the properties of the Company or its SubsidiariesArticle VII.