Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) 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 the Termination Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) 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 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 6.4 shall be governed by the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives “Recipient’s Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested (other than any such matters that relate to the negotiation and execution of this Agreement, or to any Acquisition Proposals, such matters being governed by Section 6.2); provided thatthat 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, further, that no investigation pursuant to this Section 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, and herein or otherwise limit or affect the remedies available to Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 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 obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries if or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company or such Subsidiary parties shall have used use their reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in such jeopardy or contravention). All requests for information made pursuant to this Section 6.4 shall be directed to the loss of such privilege executive officer or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentother Person designated by the Company. All information requested obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 6.7 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, and provided, further, ; provided further that the foregoing shall not require the Company or any of its Subsidiaries (a) to (i) 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 (it being understood that the Company or such Subsidiary shall have used use its commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, ) or (iib) to disclose any privileged information of the Company or any of its Subsidiaries if that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not its Subsidiaries or otherwise result in any significant interference with the loss prompt and timely discharge by such employees of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmenttheir normal duties. All requests for information requested made pursuant to this Section 6.4 6.7 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives authorized Representatives, and the Parent shall (and shall cause its Subsidiaries to) afford the Company’s officers and other authorized Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH each shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent the other all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, no investigation pursuant to this Section 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to the Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary the Parent (as the case may be) 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 the Parent (as the case may be) shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company Company, the Parent 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 assessmenttheir respective Subsidiaries. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to an executive officer of the Company or Parent or such Person as may be designated by such executive officers. Without limiting the generality of the foregoing, the Company shall use its best efforts to provide to Parent a list of all Licenses to supplement Section 5.1(i) of the Company Disclosure Letter within thirty (30) days of the date of this Agreement. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of their Representatives (other than including, to the Oncor Entities) to) afford extent requested by Parent’s officers and other Representatives , the Lenders), reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records andrecords; provided, during such period, that (i) the foregoing shall not require the Company and EFIH shall (and each shall cause or any of its Subsidiaries to 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 than privilege or trade secret protection or the Oncor Entitieswork product doctrine, (C) toinformation 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) furnish information related to Parent all the Company’s sale process, including any information related to the negotiation and 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 be governed by Section 5.2), (ii) any such information concerning its business, properties, facilities, operations and personnel investigation shall be conducted in such a manner as Parent reasonably requests; provided that, no investigation pursuant not to this Section 6.4 shall (a) unreasonably interfere with the ongoing normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (biii) no investigation pursuant to this Section 5.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and ; provided, further, that the foregoing Company shall not require the Company or any of use its Subsidiaries to (i) 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 best efforts to furnish such information in a manner that does not result in allow for any such disclosure, including obtaining the consent of such third party to such inspection access 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 disclosure in a manner that does not result in the loss of such privilege effects set out in clauses (i)(A), (i)(B) or (iii) permit any invasive environmental investigation or samplingi)(C), including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementmaking appropriate substitute arrangements.

Access and Reports. Subject (a) From the date of this Agreement to applicable Lawthe Effective Time, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than and their Representatives to, afford the Oncor Entities) to) afford Parent’s officers and other Representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timeconsistent with applicable Law, at all reasonable times to its employeesRepresentatives, properties, booksoffices, contracts and other facilities and to all books and records andand shall furnish Parent with all financial, during such periodoperating and other data and information as Parent, the Company and EFIH shall through its Representatives, may from time to time reasonably request (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, that no investigation pursuant to this Section 6.4 6.7 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 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 provided, further, that (ii) any such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the foregoing shall not require 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 (i) permit any inspection, provide access to or to disclose any information, that in information (x) where such access or disclosure would jeopardize the reasonable judgment attorney-client privilege of the Company or such Subsidiary would result in its Subsidiaries or contravene any Law (it being agreed that 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 use their reasonable best efforts efforts, to furnish the extent applicable, to cause such information to be provided in a manner that does would not result in any such disclosure, including obtaining the consent of such third party to such inspection jeopardy or disclosurecontravention), (iiy) disclose 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 privileged information environmental sampling or testing at any of the properties 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 6.4 shall be governed by the Confidentiality AgreementSubsidiaries.

Access and Reports. (a) Subject to applicable Law and, with respect to any classified or controlled unclassified materials, to the compliance by Parent, Merger Sub and each of their respective Representatives’ with any security clearance requirements and procedures or export controls requirements (to the extent determined necessary or advisable by the Company in order to comply with applicable Law), from and after the date of this Agreement to the Effective Time, upon reasonable notice, the Company shall, and EFIH shall cause each of its Subsidiaries to, (i) afford to Parent, Merger Sub and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives of their respective Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employeespersonnel, offices and other facilities, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish or cause to Parent all be furnished such information concerning its the business, properties, facilitiesassets, operations liabilities and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or and its Subsidiaries as Parent, Merger Sub or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, their respective Representatives may reasonably request; provided that the foregoing shall not require the Company to provide access or any of its Subsidiaries to (i) permit any inspectioninformation if such action would, 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 Company, (i) violate any of its Contract or any of its Subsidiaries’ obligations obligation or agreement with respect to confidentiality if or nondisclosure owing to any third-party (including any Governmental Entity) so long as 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 obtain the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclose such information in a manner way that does would not result in the loss of waive such privilege or (iii) permit to the extent such information relates to individual performance or personnel evaluation records, medical histories or other personnel information, subject the Company or any invasive environmental investigation of its Subsidiaries to potential material liability (provided that the parties shall cooperate in seeking a manner of disclosure of such information that would not reasonably be expected to result in potential material liability to the Company or sampling, including a Phase II environmental assessmentany of its Subsidiaries). All information requested Any access to the properties of the Company or any of its Subsidiaries granted pursuant to this Section 6.4 5.6(a) shall be governed by subject to the Confidentiality AgreementCompany’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, including Competition Law, upon reasonable noticenotice from Buyer to Seller, the Company Seller shall, and EFIH shall (and each shall cause its the Selling Subsidiaries (other than the Oncor Entities) to) , afford ParentBuyer’s officers and other Representatives authorized representatives reasonable accessaccess to the properties, Books and Records and Contracts of the Business during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period from prior to the date hereof through the earlier of the Termination Closing Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company Seller shall, and EFIH shall (and each shall cause its the Selling Subsidiaries (other than to, make available promptly to Buyer all information to the Oncor Entities) to) furnish extent attributable to Parent all such information concerning its businessthe operations, properties, facilities, operations properties and personnel of the Business as Parent Buyer may reasonably requestsrequest; provided that, no investigation pursuant to this Section 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, and provided, further, that the foregoing shall not require the Company Seller, any Selling Subsidiary or any of its Subsidiaries to their respective Affiliates (i) permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company would breach Contract obligations 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 to waive privileged communications, but in each case, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information to the extent reasonably practicable, including pursuant to a common interest agreement. Prior to the Closing, Buyer and its Representatives shall not contact or communicate with the creditors, customers, regulators, insurers, suppliers or vendors of the Company Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned 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 assessmentdelayed). All requests for information requested made pursuant to this Section 6.4 shall be directed to the Person designated by Seller in a written notice given to Buyer, and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and solely for the purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, the Company and EFIH Parent each shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parentthe other’s officers and other Representatives reasonable access, during normal business hours throughout the period from prior to the date hereof through the earlier of the Termination Date and the Merger 1 Effective Time, to its employees, properties, books, contracts books and records and, during such period, the Company and EFIH each shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent the other all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 5.8 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 Company, Parent or the Merger Subs herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Parent, as the case may be, 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 confidentiality, 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) to disclose any legally privileged information of the Company or Parent, as the case may be, 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 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, such access may be limited by the parties and their respective Subsidiaries to remote, electronic access in response to COVID-19 to protect the health and safety of the such party and its Subsidiaries’ managers, officers, directors, partners, members, equityholders, employees, advisors, consultants, agents or other representatives, or customers, lessors, suppliers, vendors or other commercial partners. All such information shall be governed by the terms of the Confidentiality Agreement, and Parent and the Company shall cause their respective Representatives to comply with the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives authorized representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 7.5 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose or permit access to 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 is reasonably likely 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 violation of such third party any Law or any Contract to such inspection or disclosure, (ii) disclose any privileged information of which the Company or any of its Subsidiaries is a party, or cause any privilege (including attorney client privilege) that the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, or (ii) if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a manner litigation or other proceeding, to disclose or permit access to any information that does not result in the loss of is reasonably pertinent to such privilege litigation or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentother proceeding. All requests for information requested made pursuant to this Section 6.4 7.5 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.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would (A) 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 or to disclose privileged information; provided that the Company or such Subsidiary shall have used will use its reasonable best efforts to furnish such information in a manner that does not result in any develop alternative processes to permit such disclosure, including obtaining the consent of such without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third party to such inspection or disclosureparties, (iiB) disclose be reasonably likely to result in a violation of any privileged information of Law or (C) if the Company or any of its Subsidiaries if Affiliates, on the Company one hand, and Parent or such Subsidiary shall have used reasonable best efforts to furnish such information any of its Affiliates, on the other hand, are adverse parties in a manner litigation or other proceeding, to disclose or permit access to any information that does not result in the loss of is reasonably pertinent to such privilege litigation or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentother proceeding. All requests for information requested made pursuant to this Section 6.4 shall be directed to the Company’s executive officers or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) and its and their respective directors, officers and employees to) afford Parent’s to the officers and other authorized Representatives of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may be reasonably requestsrequested; provided thatprovided, that no investigation or provision of information pursuant to this Section 6.4 6.6 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, and ; provided, further, that notwithstanding the foregoing investigation or provision of information by any party, no party shall not require be deemed to make any representation or warranty except as expressly set forth in this Agreement; and provided further, in no event shall Parent be permitted to conduct any sampling of soil, sediment, groundwater, surface water, air or building materials at any real property owned or leased by the Company or any of its Subsidiaries prior to the Effective Time without the Company’s prior consent (i) permit such consent not to be unreasonably withheld). Nothing in this Section 6.6 shall require the Company to provide any inspectionaccess, or to disclose any information, information (i) that in the reasonable judgment of the Company or such Subsidiary Company, 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 obtain the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company if providing such access or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclosing such information in a manner that does not result in the loss of such privilege or would violate Applicable Law (including antitrust and privacy laws), (iii) permit any invasive environmental investigation if such information is protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable efforts or sampling, including a Phase II environmental assessment(iv) if such information is required to be kept confidential by reason of contracts or agreements with third parties. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement and the Clean Team Agreement.

Access and Reports. Subject to applicable Law, (a) upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to 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 and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested, and (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 reasonably requestsonline or in physical format substantially all tower files and related Cell Site information (including substantially all information necessary for Parent to confirm compliance with respect to the businesses operated by the Company and its Subsidiaries with the FCC Rules and FAA Rules relating to towers); provided that, that no investigation pursuant to this Section 6.4 6.6 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, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 Trade Secrets of third parties parties, violate any applicable Laws 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 obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 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 applicable Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatthat 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, further, that no investigation pursuant to this Section 6.4 6.6 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, and herein or otherwise limit or affect the remedies available to Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 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 commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries if or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company or such Subsidiary parties shall have used use their commercially reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in the loss of such privilege jeopardy or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentcontravention). All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company. All information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) Subsidiary to) afford Parent’s officers , its Affiliates and other Representatives their respective authorized Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective TimePre-Closing Period, to its officers, employees, consultants, accountants, properties, booksContracts and books and records, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) Subsidiary to) furnish promptly to Parent all such information and data concerning its business, propertiesoperations, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatthat Parent, no investigation pursuant its Affiliates and their respective Representatives shall conduct any such activities in such a manner as not to this Section 6.4 shall (a) interfere unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) 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 best efforts to furnish Subsidiary. All 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 6.4 shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiary will be required to disclose any information to Parent or any of its Representatives if such disclosure would: (i) based on advice of counsel, jeopardize any attorney-client privilege; provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of such attorney-client privilege; or (ii) based on advice of counsel, contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement; provided that the Company shall use its commercially reasonably efforts to obtain the required consent of the counterparty under such Contract to such access or disclosure. Prior to the Closing, without the prior written consent of the Company (which consent may not be unreasonably, withheld, conditioned or delayed), neither Parent nor its Representatives shall contact any employee (other than individuals set forth on SECTION 4.4 of the Company Disclosure Letter) of, suppliers to, or customers of, the Company or its Subsidiary regarding the transactions contemplated by this Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) 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 the Termination Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 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, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) 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 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 6.4 shall be governed by the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, bookscontracts, contracts books and records and, during such period, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish promptly to Parent all such readily available information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsrequest; 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 respect to confidentiality (provided that, no investigation that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the attorney-client privilege or the attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such access 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 6.4 7.6 shall (a) unreasonably interfere with be directed to the ongoing operations executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Company or its Subsidiaries or (b) Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the Company hereinin this Agreement. The Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and provided, further, that the foregoing shall not require the Company other document filed by it or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or during 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 period pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementrequirements of federal or state securities Legal Requirements to the extent that such report, schedule, registration statement or other document is not publicly available on EXXXX.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Company Merger Effective Time, the Company and EFIH Parties shall (and each shall cause its their Subsidiaries (other than the Oncor Entities) to) (i) upon reasonable prior written notice, afford Parent’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employees, properties, books, contracts and records andrecords, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand (iii) furnish promptly to Parent any unaudited monthly consolidated statements of operations for the Company Parties and their Subsidiaries prepared and provided to management or the Company's Board of Directors; provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) 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 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 requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the chief executive officer or other persons designated by the chief executive officer of the Company. Neither the Company Parties nor any of their Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to jeopardize any work product or attorney-client privilege or contravene any Law or breach any Contract to which the Company Parties or their Subsidiaries is a party or by which they are bound; and in any such event, the parties hereto will seek to make appropriate substitute disclosure arrangements. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company WRC and EFIH FCB each shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parentthe other’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH each shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent the other all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.7 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 WRC or FCB herein, and provided, further, that the foregoing shall not require the Company WRC or any of its Subsidiaries to FCB (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of WRC or FCB, as the Company or such Subsidiary case may be, 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 WRC or FCB, as the Company or such Subsidiary case may be, shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of WRC or FCB, as the Company case may be, 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.7 shall be directed to the executive officer or other Person designated by WRC or FCB, as the case may be. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof to the Effective Time or the earlier termination of this Agreement, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) (i) upon reasonable prior written notice, afford Parent’s officers officers, financing sources and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employees, properties, books, contracts and records and(it being agreed, during such periodhowever, that the Company and EFIH foregoing shall not permit Parent or its Affiliates or their respective Representatives to conduct any environmental testing or sampling), (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand (iii) furnish promptly to Parent any unaudited monthly consolidated statements of operations for the Company and its Subsidiaries prepared and provided to management or the Company Board, or such committee thereof; provided thatprovided, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 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, and provided, further, that the foregoing shall not require of the Company or other persons designated by the general counsel, of the Company. Notwithstanding the foregoing, any such investigation or consultation shall not be conducted in such a manner as to interfere unreasonably with the business or operations of the Company or 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 where, in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to (i) permit jeopardize any inspection, work product or attorney-client privilege or contravene any Law or (ii) breach any Contract to disclose any information, that in the reasonable judgment of which the Company or such Subsidiary would result in its Subsidiaries is a party or by which they are bound; provided, that, with respect to the foregoing clause (ii), the Company shall use commercially reasonable efforts to seek to obtain any third party’s consent to the disclosure of 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 and implement appropriate procedures to enable the consent disclosure 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 6.4 shall be governed by the Confidentiality Agreementinformation.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 6.7 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, and provided, further, ; provided further that the foregoing shall not require the Company or any of its Subsidiaries (a) to (i) 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 (it being understood that the Company or such Subsidiary shall have used use its commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, ) or (iib) to disclose any privileged information of the Company or any of its Subsidiaries if that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not its Subsidiaries or otherwise result in any significant interference with the loss prompt and timely discharge by such employees of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmenttheir normal duties. All requests for information requested made pursuant to this Section 6.4 6.7 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice, Parent and the Company shall each, and shall use its reasonable best efforts to cause each of their respective Subsidiaries, officers, directors and representatives to, afford to the other reasonable access during normal business hours, consistent with applicable Law, upon reasonable noticeto each of its respective officers, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) 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 the Termination Date and the Effective Time, to its employees, properties, booksoffices, contracts other facilities and records andbooks and records, during and shall furnish the other with all financial, operating and other data and information as the other shall reasonably request in writing. Notwithstanding the foregoing and Section 5.24, any such period, the Company and EFIH investigation or consultation shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish be conducted in such a manner as not to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) interfere unreasonably interfere with the ongoing business or operations of the Company other Party or its Subsidiaries or (b) affect or be deemed to modify otherwise result in any representation or warranty made significant interference with the prompt and timely discharge by the Company herein, and provided, further, that employees of the foregoing shall not require the Company or other Party of their normal duties. Neither Party nor any of its Subsidiaries shall be required to (i) permit any inspection, provide access to or to disclose any informationinformation where such access or disclosure would, that in the reasonable judgment of such Party, (i) breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the Company attorney-client or other privilege held by such Subsidiary would result in the disclosure of any trade secrets of third parties or Party, (iii) otherwise violate any of applicable Law, including any antitrust Law or (iv) cause significant competitive harm to such Party or its or any of its Subsidiaries’ obligations Subsidiaries if the Transactions are not consummated; provided, further, however, that (1) with respect to confidentiality 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 other appropriate means) to the Company other Party without violating the applicable restrictions on disclosure of such information or waiving such Subsidiary privilege and shall have used use reasonable best efforts to furnish enter into such information in a manner that does not result in any joint defense agreements or other arrangements, as appropriate, so as to allow for 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 disclosure in a manner that does not result in the loss of such privilege or attorney-client privilege, and (iii2) permit nothing herein shall authorize any Party to undertake any invasive environmental investigation sampling at any of the properties owned, operated or samplingleased by the other Party or its Subsidiaries, including a Phase II environmental assessmentwithout such other Party’s prior written consent in its sole discretion. All Each Party agrees that it will not, and will cause its Representatives not to, use any information requested obtained pursuant to this Section 6.4 shall be governed by 5.8 or Section 5.24 for any competitive or other purpose unrelated to the Confidentiality AgreementTransactions.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) (i) upon reasonable prior written notice, afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employees, properties, books, contracts and records andrecords, during such periodexcept that Parent and its Representatives may not conduct Phase I or Phase II environmental site assessments or any other sampling activities, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand (iii) use its reasonable best efforts to, 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 its Subsidiaries; provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries (x) to (i) 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 best efforts (y) 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the General Counsel of the Company or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance notice to the Company and without any prejudice to Parent’s ordinary course access and information rights existing as of the date of this Agreement, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period commencing from the date hereof through the earlier of the Termination Date this Agreement and until the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may be reasonably requested for any reasonable business purpose (including for purposes of consummating the transactions contemplated hereby, including the Merger, and including any information reasonably requested by Parent reasonably requestsconcerning the Company’s fees and expenses incurred, or expected to be incurred, in connection with the transactions contemplated hereby (including the Merger)); provided thatprovided, no however, that any such access shall be conducted at Parent’s expense, during normal business hours of the Company, to the extent required by the Company, under the supervision of appropriate personnel of the Company and its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. All requests for information made pursuant to this Section 7.6 shall be directed to the executive officer or other Persons designated by the Company. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 7.6 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement 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 or any of its Subsidiaries to (i) 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 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 6.4 shall be governed by the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, (a) upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to 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 and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested, and (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 reasonably requestsonline or in physical format substantially all tower files and related Cell Site information (including substantially all information necessary for Parent to confirm compliance with respect to the businesses operated by the Company and its Subsidiaries with the FCC Rules and FAA Rules relating to towers); provided that, that no investigation pursuant to this Section 6.4 6.6 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 Trade Secrets of third parties parties, violate any applicable Laws 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 obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 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 applicable Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvance notice from the Strategic Investor or the Controlling Shareholder, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parentthe Strategic Investor’s and the Controlling Shareholder’s officers and other authorized Representatives reasonable accessaccess (so long as such access does not unreasonably interfere with the operations of the Company or its Subsidiaries), during normal business hours throughout the period from the date hereof through prior to the earlier of the Termination Date and Effective Time or the Effective Timetermination of this Agreement in accordance with Article VIII, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish as promptly as reasonably practicable to Parent Strategic Investor and the Controlling Shareholder and their authorized Representatives all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested. Notwithstanding the foregoing, none of the Strategic Investor, the Controlling Shareholder, Merger Sub or 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 thatthat at the request of the Strategic Investor and the Controlling Shareholder, no investigation pursuant the Company shall use its commercially reasonable efforts to this Section 6.4 shall obtain waivers from such third parties), (aii) unreasonably interfere with to the ongoing operations extent that the disclosure of such books, records, documents or other information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or other information is prohibited by applicable Law, (iv) to the extent disclosure of such books, records, documents or other information, as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates), or (v) to the extent the Company determines in good faith that such books, records, documents or other information involves trade secrets of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) 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 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 provided or made available pursuant to this Section 6.4 6.6 to the parties or their Representatives shall be governed by 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. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable notice, the Company shall, and EFIH shall cause each of its Subsidiaries to, (i) afford to Parent, Merger Sub and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives of their Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish or cause to Parent all be furnished such information concerning its the business, properties, facilitiesContracts, operations assets, liabilities, personnel and personnel other aspects of the Company and its Subsidiaries as Parent Merger Sub or their Representatives may reasonably requestsrequest; provided that, that (x) no investigation pursuant to this Section 6.4 5.7 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, and provided, further, that (y) the foregoing shall not require the Company or any of its Subsidiaries (A) to (i) permit any inspection, or to disclose any information, 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 so long as 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 obtain the consent of such third party to allow such inspection or disclosure, disclosure or (iiB) to disclose any privileged information of the Company or any of its Subsidiaries that would waive the protection of attorney-client privilege if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclose such information in a manner way that does would not result in waive such privilege, and (z) notwithstanding anything to the loss of such privilege or (iii) permit any invasive environmental investigation or samplingcontrary contained herein, including a Phase II environmental assessment. All Section 5.14, customer lists, SKU costing information requested and supplier program information listed in Section 5.7(a) of the Company Disclosure Letter shall only be available for review at the offices of the Company by Parent, Merger Sub and their Representatives (and financing sources and their Representatives, to the extent they are entitled to access to such information pursuant to this Section 6.4 5.14) and shall not be governed removed, copied or duplicated by the Confidentiality Agreementany such Person.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, access during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatprovided, 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, further, that no investigation pursuant to this Section 6.4 6.6 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, and herein or otherwise limit or affect the remedies available to Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 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 commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries if or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company or such Subsidiary parties shall have used use their commercially reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in the loss of such privilege jeopardy or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentcontravention). All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company. All information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts contracts, Tax Returns and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 6.7 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, and provided, further, ; provided further that the foregoing shall not require the Company or any of its Subsidiaries (a) to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary 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 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 obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) violate the competition laws or (b) to disclose any privileged information of the Company or any of its Subsidiaries if that in the Company’s good faith determination, after consultation with legal counsel, is deemed to be privileged. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not its Subsidiaries or otherwise result in any significant interference with the loss prompt and timely discharge by such employees of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmenttheir normal duties. All requests for information requested made pursuant to this Section 6.4 6.7 shall be directed to the individual or other Person designated by the Company. 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 and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employeesEmployees, properties, assets, books, contracts contracts, Tax Returns and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilitiesfinances, operations operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 6.8 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, 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 or any of its Subsidiaries to (ia) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary (after consultation with its outside legal counsel) 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 obtain the consent of such third party to such inspection or disclosure, disclosure or (iib) 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.8 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.

Access and Reports. Subject to applicable Law, upon reasonable prior written notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) 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 to a third-party if the Company or such Subsidiary shall have used its commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third third-party to such inspection or disclosure, (ii) disclose . If any privileged information of the Company information 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 material furnished pursuant to this Section 6.4 6.6 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or 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 be governed not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Confidentiality Company that is entitled to protection under the attorney client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges and this Agreement.

Access and Reports. Subject to applicable LawLaws, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 4.6 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, and ; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 obligations with respect to confidentiality, (ii) to disclose (A) any privileged information of the Company or any of its Subsidiaries’ obligations with respect , (B) any information that is competitively sensitive, (C) any information that would violate Law , or (iii) to confidentiality if permit Parent or any of its Representatives to conduct any Phase II environmental site assessment or other invasive or intrusive environmental sampling or investigation; provided, that in the case of each of clauses (i) and (ii), the Company or such Subsidiary shall have used reasonable best use commercially reasonably efforts to furnish provide such information in a manner that does not result in disclosure or violation of privileged information or any such disclosureobligations, including obtaining the consent of such third party to such inspection is not competitively sensitive 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 would not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentviolate Law. All requests for information requested made pursuant to this Section 6.4 4.6 shall be directed to the executive officer of or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall, and shall cause its Representatives to, use commercially reasonable efforts to minimize the disruption to the businesses of the Company and its Subsidiaries resulting from the access provided by this Section 4.6.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 6.6 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, and provided, further, ; provided further that the foregoing shall not require the Company or any of its Subsidiaries (a) to (i) 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 best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (iib) to disclose any privileged information of the Company or any of its Subsidiaries if Subsidiaries. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not its Subsidiaries or otherwise result in any significant interference with the loss prompt and timely discharge by such employees of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmenttheir normal duties. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticeprior to the Effective Time, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) (i) upon reasonable prior written notice, afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout hours, and in a manner as shall not unreasonably interfere with the period from the date hereof through the earlier business or operations of the Termination Date and the Effective TimeCompany or any Subsidiary thereof, to its employees, Representatives, properties, books, contracts and records andrecords, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand (iii) furnish promptly to Parent any unaudited monthly consolidated statements of operations for the Company and its Subsidiaries prepared and provided to management or the Company’s Board of Directors; provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 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 . Neither the Company or nor any of its Subsidiaries shall be required to (i) permit any inspection, provide access to or to disclose information where such access or disclosure would jeopardize any information, that in the reasonable judgment of the Company attorney-client privilege or such Subsidiary would result in the disclosure of contravene 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 Law; and in any such disclosureevent, 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 parties hereto will use commercially reasonable best efforts to furnish make appropriate substitute disclosure arrangements. All 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 provided pursuant to this Section 6.4 6.6 shall be governed by the terms of the Confidentiality Agreement. Such rights of access explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling, including subsurface testing of soil, surfacewater or groundwater at any Leased Real Property. The Company acknowledges and agrees that the good faith conduct of a due diligence review customary for an acquisition similar to the Merger shall be deemed not to unreasonably interfere with the business or operations of the Company and its Subsidiaries.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatprovided, that no investigation pursuant to this Section 6.4 6.6 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, and ; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would (a) unreasonably interfere with the Company’s business operations, (b) result in a waiver or otherwise jeopardize the disclosure protection of any trade secrets of third parties applicable privilege (including attorney-client privilege) or violate other immunity or protection or (c) contravene any of its or any of its Subsidiaries’ obligations with respect Law applicable 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 or their respective businesses or, in any material respect, any Contract to which the Company or such Subsidiary 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 have used 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 best disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to furnish (i) obtain the required consent or waiver of any third party required to provide such information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner that does not result in to remove the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentbasis for the objection. All requests for access or information requested made pursuant to this Section 6.4 6.6 shall be directed to the specific executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford ParentJAB’s officers and other Representatives authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent JAB all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatthat 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, further, that no investigation pursuant to this Section 6.4 6.6 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, and herein or otherwise limit or affect the remedies available to JAB; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries if or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company or such Subsidiary parties shall have used use their reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in the loss of such privilege jeopardy or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentcontravention). All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company. All information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to (a) To the extent permitted by applicable LawLaw and as may be reasonable in light of Contagion Event Measures, upon reasonable noticefrom the date hereof until the earlier of the Closing Date and the termination of this Agreement, for the purposes of preparing for the Purchase and Transfer, the Company integration of Seller Bank with Purchaser Bank and EFIH shall the other matters contemplated by this Agreement (including, without limiting or affecting the representations and each warranties and covenants and agreements set forth in Section 5.7 and Section 7.3(e), any financing or other capital raising efforts by Purchaser in connection with the consummation of the Transactions and the payment of the Purchase Price), Seller Bank shall, and shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent, provide to Purchaser Bank and to Purchaser Bank’s officers and other Representatives reasonable accessaccess upon reasonable prior notice and request, during Seller Bank’s normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its the officers, employees, properties, books, contracts and records andrelating exclusively to Seller Bank and its Subsidiaries. Purchaser Bank shall, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) Representatives to) furnish to Parent all such information concerning , conduct its business, properties, facilities, operations inspections and personnel as Parent reasonably requests; provided that, no investigation pursuant to investigations under this Section 6.4 shall (a) 7.1 in a manner that will not unreasonably interfere with the ongoing operations conduct of the Company or business of Seller Bank and its Subsidiaries. Notwithstanding the foregoing, Seller Bank and its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) permit any inspection, or be required to disclose any information, that in the reasonable judgment of the Company or such Subsidiary information where disclosure 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 reasonably be expected 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 any legal privilege or contravene any Law or fiduciary or confidentiality obligations, including those related to confidential supervisory information; provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to Purchaser Bank to occur without contravening such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentapplicable Law. All information requested received pursuant to this Section 6.4 7.1 shall be governed by the Confidentiality Agreementterms of Section 7.5.

Access and Reports. (a) Subject to Applicable Laws then in effect and applicable Lawcontractual restrictions in effect on the date hereof, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent and the Financing Sources of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent promptly all such information concerning its and its Subsidiaries’ business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand its Representatives and Financing Sources from time to time; provided that, 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 6.4 6.6 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, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) (A) to permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or such Subsidiary would its Subsidiaries, or (B) to disclose any information that would, in the reasonable judgment of the Company, 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 disclosureconfidentiality, (ii) to disclose any privileged information of the Company or any of its Subsidiaries if that would, in the reasonable judgment of the Company, be prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement or (iv) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such Subsidiary shall have used information could in the judgment of the Company based on advice of counsel violate Applicable Law. The parties will use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall have the right to conduct any surface or subsurface soil or surface or ground water sampling, monitoring, borings or testing on any properties 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 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 6.4 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. Subject to applicable Law, upon Upon reasonable notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, bookscontracts, contracts books and records and, during such period, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish promptly to Parent all such readily available information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsrequest; 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 respect to confidentiality (provided that, no investigation that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the attorney-client privilege or the attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such access 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 6.4 7.6 shall (a) unreasonably interfere with be directed to the ongoing operations executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Company or its Subsidiaries or (b) Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the Company hereinin this Agreement. The Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and provided, further, that the foregoing shall not require the Company other document filed by it or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or during 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 period pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementrequirements of federal or state securities Legal Requirements to the extent that such report, schedule, registration statement or other document is not publicly available on XXXXX.

Access and Reports. Subject to applicable LawLaw and any applicable privileges and protections (including attorney-client privilege, attorney work-product protections and confidentiality protections) and contractual confidentiality obligations, in each case that would not reasonably be expected to be preserved or maintained through counsel-to-counsel disclosure, redaction or other customary procedures (and with respect to any contractual confidentiality obligations, so long as the Company has taken, or has caused its Subsidiaries, as applicable, to take, commercially reasonable efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable prior written notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives (including, to the extent requested by Parent, the Debt Financing Sources and consultants) reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested (including, to the extent requested by Parent, the Debt Financing Sources and consultants); provided that, that no investigation pursuant to this Section 6.4 7.6 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, ; and provided, provided further, that the foregoing shall not require the Company or any of its Subsidiaries (a) to (i) 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 best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (iib) to disclose any privileged information of the Company or any of its Subsidiaries if 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 such Subsidiary documents and thereafter the Company and Parent shall have used use their respective reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in reasonably be expected to violate such restriction or waive the loss of such applicable privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentprotection. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality AgreementAgreements; provided that (A) Parent shall be permitted to involve, and to disclose such information in connection with seeking, equity co-investors, subject to customary confidentiality undertakings and (B) the disclosure of information to the Debt Financing Sources pursuant to Section 7.14 or otherwise shall not require the prior written consent of the Company pursuant to the Confidentiality Agreements and may be made pursuant to the Debt Commitment Letter or other customary confidentiality undertakings from such Debt Financing Sources in the context of customary syndication practices.

Access and Reports. Subject to applicable LawLaw and except as required to comply with any COVID-19 Measures, upon reasonable advance notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives authorized representatives reasonable access, during normal business hours throughout the period from prior to the date hereof through the earlier of the Termination Date and the Effective TimeClosing, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsrequest; provided thatprovided, that no investigation pursuant to this Section 6.4 5.13 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, and in Article III; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company Company; provided, further, that Parent and its Representatives shall conduct any such activities in such a manner as not to unreasonably interrupt or interfere with the business or operations of the Company; provided, further, that for so long as any of its Subsidiaries if applicable COVID-19 Measures are in effect, the Company or such Subsidiary shall have used use commercially reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege provide access under this Section 5.13 through virtual or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentother remote means. All requests for information requested made pursuant to this Section 6.4 5.13 shall be directed to Persons designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticenotice and without unreasonable interference with the Company's operations, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, booksContracts, contracts systems, books and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 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, and provided, further, provided further that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company in writing. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s Parent and Merger Sub and their officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish as promptly as reasonably practicable to Parent and Merger Sub all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or such Subsidiary would any of its Subsidiaries or (B) result in the disclosure of any trade secrets of third parties or violate any obligations of its the Company or any of its Subsidiaries’ obligations Subsidiaries 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 obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if (provided that, in each case, the Company or such Subsidiary shall have used use commercially reasonable best efforts to furnish develop an alternative to providing 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 assessmentreasonably acceptable to Parent). All requests for information requested made pursuant to this Section 6.4 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.

Access and Reports. (a) Subject to applicable LawLaw and Section 6.1(c), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable noticeprior written notice and subject to applicable Laws relating to the exchange of information, the Company shall, and EFIH shall (and each shall cause its the Company Subsidiaries (other than the Oncor Entities) to) , afford to Parent’s officers , Merger Sub and other Representatives their Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) or furnish as promptly as practicable to Parent all such information concerning its the business, properties, facilitiesContracts, operations assets, liabilities, personnel and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations other aspects of the Company and the Company Subsidiaries as Parent or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and Representatives may reasonably request; provided, further, that (i) the foregoing shall not require the Company or any of its the Company Subsidiaries to (i) permit any inspectionaccess, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary (A) 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 in effect as of the date of this Agreement, (B) would result in the loss or waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) would result in a breach of a Contract to which the Company or such Subsidiary any of the Company Subsidiaries are bound as of the date of this Agreement, or (D) is related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board with respect to any of the foregoing, whether prior to or after execution of this Agreement (in each case, other than any information that the Company is required to provide in accordance with Section 6.2(e)); provided, further, that, in the case of the foregoing clause (A), the Company shall have used use commercially reasonable best efforts to furnish provide such information access or disclosure in a manner that does not result in violate any such disclosureobligations with respect to confidentiality, including obtaining in the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information case of the Company or any of its Subsidiaries if foregoing clause (B), the Company or such Subsidiary shall have used use its commercially reasonable best efforts to furnish allow for such information access or disclosure (or as much of it as possible) in a manner that does would not result in the a loss of such privilege or (iii) permit any invasive environmental investigation or samplingprivilege, including to the extent requested by Parent and if applicable, by entering into a Phase II environmental assessmentcustomary joint defense agreement that would alleviate such loss of privilege and, in the case of the foregoing clause (C), the Company shall use its commercially reasonable efforts to obtain waivers of any such restrictions and (ii) any such access afforded to Parent, Merger Sub and their Representatives shall not unreasonably interfere with the normal business and operations of the Company and the Company Subsidiaries. Nothing in this Section 6.5(a) will be construed to require the Company, any Company Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All information requested requests for access pursuant to this Section 6.4 shall 6.5(a) must be governed directed to the General Counsel of the Company, any other person listed in Section 6.5(a) of the Company Disclosure Schedule or another person designated in writing by the Confidentiality AgreementCompany.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; 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), provided that, that no investigation pursuant to this Section 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 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) to disclose any privileged information of the Company or any of its Subsidiaries if Subsidiaries. As soon as reasonably practicable after the date of this Agreement, the Company or such Subsidiary shall have used 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 subject to applicable Law, the Company shall use its reasonable best efforts to furnish such information arrange prompt access for Parent’s officers and authorized Representatives to the counterparties to the Material Contracts listed in a manner that does not result in Section 6.4 of the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentCompany Disclosure Letter. All requests for information requested made pursuant to this Section 6.4 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.

Access and Reports. Subject to applicable Law, upon reasonable noticeLaw and the other provisions of this Section 6.6, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) 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 from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its officers, employees, agents, contracts, books and records (including the work papers -50- of its independent accountants upon receipt of any required consents from such accountants), as well as properties, booksoffices and other facilities, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided that, no investigation pursuant to be requested. The foregoing provisions of this Section 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, and provided, further, that the foregoing 6.6 shall not require and shall not be construed to require either the Company or to permit any access to any of its Subsidiaries officers, employees, agents, contracts, books or records, or its properties, offices or other facilities, or to (i) permit any inspection, review, sampling or audit, or to disclose or otherwise make available any information, information that in the reasonable judgment of the Company or such Subsidiary and in the reasonable good faith judgment of the Company’s outside legal counsel would (i) result in the disclosure of any trade secrets Trade Secrets of any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of its or any of its Subsidiaries’ obligations with respect to confidentiality this Agreement if the Company or such Subsidiary shall have used commercially reasonable best efforts (without payment of any consideration, fees or expenses) to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosuredisclosure (or entered into after the date of this Agreement in compliance with Section 6.1), (ii) 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 result in a manner that does not result in the loss violation of such privilege 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 inform Parent as to the general nature of what is being withheld and the Company shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any invasive environmental investigation or samplingof the foregoing impediments, including a Phase II environmental assessment. All through the use of commercially reasonable efforts to (A) obtain the required consent or waiver of any third party required to provide such information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreement.and

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) 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 the Termination Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) 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 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 6.4 shall be governed by the Confidentiality Agreement.. 77

Access and Reports. (a) Subject to applicable Law, upon reasonable noticenotice from Buyer to the Company, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford ParentBuyer’s officers and other Representatives authorized representatives and the Lenders, upon reasonable accessnotice, reasonable access to the properties, Books and Records and Contracts and other documents of the Company and its Subsidiaries during normal business hours throughout the period from prior to the date hereof through the earlier of the Termination Closing Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish make available promptly to Parent Buyer all such information concerning its businessthe businesses, propertiesaffairs, facilitiesoperations, operations properties and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or and its Subsidiaries or as Buyer may reasonably request and, with the Company’s prior written consent (b) affect or such consent not to be deemed unreasonably withheld), to modify any representation or warranty made by those managers, officers, directors, employees, agents, accountants and counsel of the Company hereinwho have any knowledge relating to the Company or the business of the Company, and provideda reasonable opportunity to make such investigations as Buyer and such officers and authorized representatives reasonably request, further, provided that the foregoing shall not require the Company or any of its Subsidiaries to Affiliates (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary the applicable Affiliate 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 disclosureconfidentiality, (ii) to disclose any privileged information of the Company or any of its Subsidiaries if Affiliates to the Company or such Subsidiary shall have used reasonable best efforts extent it would reasonably be expected to furnish such information in a manner that does not result in cause the loss of such attorney-client privilege on any material information, or (iii) to permit any invasive environmental investigation or sampling, testing or other intrusive investigations of the Leased Real Property. Neither the Company nor any of the Fully Diluted Common Holders (including a Phase II environmental assessment. All the Stockholders’ Representative) make any representation or warranty as to the accuracy of any information requested (if any) provided pursuant to this Section 6.4 shall be governed by 5.1, and Buyer may not rely on the Confidentiality Agreementaccuracy of any such information, in each case except to the extent expressly set forth in the Company’s representations and warranties contained in Article III.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives “your Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatthat 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, further, that no investigation pursuant to this Section 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, and herein or otherwise limit or affect the remedies available to Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 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 obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries if or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company or such Subsidiary parties shall have used use their reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in such jeopardy or contravention). All requests for information made pursuant to this Section 6.4 shall be directed to the loss of such privilege executive officer or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentother Person designated by the Company. All information requested obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law (including any applicable privacy and data security Law), upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) (a) upon reasonable prior written notice, afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employees, properties, books, contracts and records andrecords, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) tob) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent, and (c) use its reasonable best efforts to, within 20 days after the end of each month following the date hereof, furnish to Parent reasonably requestsan unaudited monthly consolidated statements of operations for the Company and its Subsidiaries; provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) to 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 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) to disclose any privileged information of the Company or any of its Subsidiaries if (it being agreed that, in the event that the restrictions of clauses (i) or (ii) apply, that the Company or such Subsidiary shall have used reasonable best efforts provide Parent with a reasonably detailed description of the information not provided and the Company and Parent shall cooperate in good faith to furnish design and implement alternative disclosure arrangements to enable Parent to evaluate any such information in a manner that does not result in without violating the loss of such applicable privilege or (iii) permit breaching the Company’s obligation to any invasive environmental investigation or sampling, including a Phase II environmental assessmentthird party). All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the General Counsel of the Company or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) (i) upon reasonable prior written notice, afford Parent’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employees, properties, books, contracts and records andrecords, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent, and (iii) within twenty (20) days after the end of each month following the date hereof, furnish to Parent reasonably requestsan unaudited monthly consolidated statements of operations for the Company and its Subsidiaries; provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) to 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 its reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining 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 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 Subsidiaries, or (iii) permit to disclose any invasive environmental investigation sensitive or sampling, including a Phase II environmental assessmentpersonal information that could reasonably be expected to expose the Company to the risk of liability. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the General Counsel of the Company or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, during the Interim Period upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout and in a manner that minimizes disruption to the period from the date hereof through the earlier business operations of the Termination Date Company and the Effective Timeits Subsidiaries, to its employeesEmployees, properties, assets, books, contracts Contracts, Tax Returns and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilitiesfinances, operations operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as Parent may reasonably requestsbe requested; provided thatprovided, that no investigation pursuant to this Section 6.4 6.7 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, 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 or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any of its contractual or any of its Subsidiaries’ legal 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 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 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.7 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.

Access and Reports. Subject to applicable Law, upon reasonable noticenotice and without unreasonable interference with the Company’s operations, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, booksContracts, contracts systems, books and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 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, and provided, further, provided further that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company in writing. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 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, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary (A) 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 obtain the consent of such third party to such inspection or disclosure, disclosure or (B) would violate any applicable Law; or (ii) to 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 assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 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, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s or any Subsidiary’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors, or (iii) damage any property or any portion thereof.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatprovided, that no investigation or provision of information pursuant to this Section 6.4 6.6 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; provided, further, that notwithstanding the investigation or provision of information by any party, no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement; and provided, further, that the foregoing in no event shall not require Parent be permitted to conduct any sampling of soil, sediment, groundwater, surface water, air or building materials at any real property owned or leased by the Company or any of its Subsidiaries prior to (i) permit the Effective Time without the prior written consent of the Company. Nothing in this Section 6.6 shall require the Company to provide any inspectionaccess, or to disclose any information, that in the reasonable judgment of the Company information (i) if providing such access or 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 disclosing such information in a manner that does not result in any such disclosure, would violate applicable Law (including obtaining the consent of such third party to such inspection or disclosure, antitrust and privacy Laws) (ii) disclose any privileged if such information of is protected by attorney-client privilege to the extent such privilege cannot be protected by the Company or any through exercise 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 assessmentif such information is required to be kept confidential by reason of Contracts with third parties entered into prior to the date hereof. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvance notice from the Controlling Shareholder, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parentthe Controlling Shareholder’s officers and other authorized Representatives reasonable accessaccess (so long as such access does not unreasonably interfere with the operations of the Company or its Subsidiaries), during normal business hours throughout the period from the date hereof through prior to the earlier of the Termination Date and Effective Time or the Effective Timetermination of this Agreement in accordance with Article VIII, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish as promptly as reasonably practicable to Parent the Controlling Shareholder and its authorized Representatives all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested. Notwithstanding the foregoing, none of the Controlling Shareholder, Merger Sub or 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 thatthat at the request of the Controlling Shareholder, no investigation pursuant the Company shall use its commercially reasonable efforts to this Section 6.4 shall obtain waivers from such third parties), (aii) unreasonably interfere with to the ongoing operations extent that the disclosure of such books, records, documents or other information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or other information is prohibited by applicable Law, (iv) to the extent disclosure of such books, records, documents or other information, as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates), or (v) to the extent the Company determines in good faith that such books, records, documents or other information involves trade secrets of the Company or its Subsidiaries or (b) 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 or any of its Subsidiaries to (i) 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 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 provided or made available pursuant to this Section 6.4 6.6 to the parties or their Representatives shall be governed by 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. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from prior to the date hereof through the earlier of the Termination Date and the Effective TimeControl Date, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 7.7 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, and ; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (a) to (i) 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 (it being understood that the Company or such Subsidiary shall have used use its commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, ) or (iib) to disclose any privileged information of the Company or any of its Subsidiaries if that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted 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 such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not its Subsidiaries or otherwise result in any significant interference with the loss prompt and timely discharge by such employees of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmenttheir normal duties. All requests for information requested made pursuant to this Section 6.4 7.7 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatthat 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, further, that no investigation pursuant to this Section 6.4 6.5 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, and herein or otherwise limit or affect the remedies available to Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to 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 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 obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries if or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company or such Subsidiary parties shall have used use their reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in the loss of such privilege jeopardy or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentcontravention). All requests for information requested made pursuant to this Section 6.4 6.5 shall be directed to the executive officer or other Person designated by the Company. All information obtained pursuant to this Section 6.5 shall be governed by the terms of the Confidentiality Agreement.