Common use of Access to Information; Continuing Disclosure Clause in Contracts

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to legal or regulatory requirements, including under Antitrust Laws, Seller and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall include: (i) reasonable access by Buyer and its representatives, at reasonable times and upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) during normal business hours, to the properties of the Significant Subsidiary, the books and records of the Sale Entities, and to the officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, provided, however, that Seller shall have the right to (A) have a Seller representative(s) present with Buyer and its representatives at all times that Buyer and its representatives are on any such properties, and (B) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (ii) the furnishing of financial and operating data and other information reasonably requested by Buyer. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein to the contrary, Seller and the Sale Entities shall not be required to (i) take any action that would constitute a waiver of the attorney-client privilege, or (ii) furnish any information that Seller, the Sale Entities or any of their Affiliates, are under a legal obligation not to disclose. All information furnished by or on behalf of Seller or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 27, 2020 between DEI and Buyer (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service.

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to legal or regulatory requirements, including under Antitrust Laws, Seller Sellers and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall include: (i) reasonable access by Buyer and its representatives, at reasonable times and upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) during normal business hours, to the properties of the Significant SubsidiarySubsidiaries, the books and records of the Sale Entities, and to the officers and employees of Seller Sellers and its their Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller Sellers or any of its their Affiliates, provided, however, that Seller Sellers shall have the right to (A) have a Seller Sellers representative(s) present with Buyer and its representatives at all times that Buyer and its representatives are on any such properties, and (B) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (ii) the furnishing of financial and operating data and other information reasonably requested by Buyer. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless SellerSellers, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by SellerSellers, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein to the contrary, Seller Sellers and the Sale Entities shall not be required to (i) take any action that would constitute a waiver of the attorney-client privilege, or (ii) furnish any information that SellerSellers, the Sale Entities or any of their Affiliates, are under a legal obligation not to disclose. All information furnished by or on behalf of Seller Sellers or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 27, 2020 between DEI and Buyer (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller Sellers shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service.

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to legal or regulatory requirementsapplicable Law, including under Antitrust Laws, Seller shall, and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall includecause its Affiliates to: (ia) reasonable access by afford Buyer and its representativesrepresentatives access, at reasonable times and upon reasonable prior notice (but in no event less than five two (52) Business Days’ prior written notice) ), during normal business hours, to the properties of the Significant SubsidiarySale Entities, the books and records of the Sale Entities, the officers of the Sale Entities and to the other officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, for any reasonable purpose, including the development of a mutually acceptable transition plan, provided, however, that Seller shall have the right to (Ai) have a Seller representative(s) present with Buyer and its representatives at all times that Buyer and its representatives are on any such properties, and (Bii) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (iib) the furnishing of furnish financial and operating data and other information reasonably requested by Buyer. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein in this Section 5.1 to the contrary, Seller and the Sale Entities shall not be required to (ia) take any action that would constitute a waiver of the attorney-client privilege, or (iib) furnish any information that Seller, the Sale Entities or any of their Affiliates, Affiliates are under a legal obligation not to disclose; provided that Seller shall use Reasonable Efforts to obtain consent from any applicable third parties to permit disclosure to Buyer of such information. All information furnished by or on behalf of Seller or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 2713, 2020 2023 between DEI Seller and Buyer Enbridge (U.S.) Inc. (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller and Buyer shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service.

Access to Information; Continuing Disclosure. From 5.1.1 Seller agrees that from the Effective Date date hereof until the Closing Date, and subject to legal or regulatory requirementsthe terms of the Confidentiality Agreement, including under Antitrust Lawsupon reasonable notice from Buyer, Seller and shall cause VNG to provide to Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall include: (i) reasonable access by Buyer and its representativesaccess, at reasonable times and upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) during normal business hours, to the properties of the Significant Subsidiaryemployees, the properties, books and records of the Sale EntitiesVNG and shall promptly furnish to Buyer, and or cause VNG to the officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entitiesfurnish to Buyer, but only to the extent information as Buyer may reasonably request; provided, that such access does shall be afforded to Buyer only in such manner so as not to unreasonably disturb or interfere with the business normal operations of Seller or any of its Affiliates, provided, however, that Seller shall have the right to (A) have a Seller representative(s) present with Buyer and its representatives at all times that Buyer and its representatives are on any such properties, and (B) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (ii) the furnishing of financial and operating data and other information reasonably requested by BuyerVNG. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein to the contrary, Seller and the Sale Entities VNG shall not be required to (i) take any action that would constitute a waiver of the attorney-client privilege, or (ii) furnish . Seller and VNG need not supply to Buyer any information that Seller, the Sale Entities Seller or any of their Affiliates, VNG are under a legal obligation not to disclosesupply, but shall inform Buyer of such legal obligation. At regular intervals prior to the Closing Date, or at such other times as Buyer or its representatives shall reasonably request, Seller shall consult with Buyer regarding the conduct of the business of VNG. All information furnished by or on behalf of Seller or the Sale Entities VNG hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 27February 2, 2020 2000 between DEI Seller and Buyer (the “"Confidentiality Agreement”"). Notwithstanding anything . 5.1.2 Seller agrees that after the Closing Date, and subject to the contrary in this Section 5.1 or the Confidentiality Agreementterms of a commercially reasonable confidentiality agreement, upon reasonable notice from Buyer, Seller shall provide to Buyer and VNG reasonable access, at reasonable times during normal business hours, to documents, environmental studies and assessments related to the Manufactured Gas Facilities within the possession or control of Seller or its Affiliates; provided, that such access shall be permitted afforded to disclose this Agreement Buyer and VNG only in such manner so as not to unreasonably disturb or interfere with the normal operations of Seller and in the event that (i) Buyer or VNG receives an inquiry from a governmental authority or otherwise needs access in order to comply with applicable law, (ii) a third party asserts a claim against Buyer or VNG relating in any related way to the Manufactured Gas Facilities, or (iii) Buyer or VNG provides written notice to Seller specifying any other reason for which Buyer or VNG requests access, in which event access will be provided upon Seller's consent (not to be unreasonably withheld). Seller shall not be required to take any action that would constitute a waiver of the attorney-client privilege. Seller need not supply to Buyer and VNG any information that Seller is under a legal obligation not to any Governmental Authoritysupply, including but shall inform Buyer and VNG of such legal obligation. All information furnished by or on behalf of Seller or VNG hereunder shall be subject to the Internal Revenue Serviceterms of a commercially reasonable confidentiality agreement.

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to legal or regulatory requirementsapplicable Law, including under Antitrust Laws, Seller shall, and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall includecause its Affiliates to: (ia) reasonable access by afford Buyer and its representativesrepresentatives access, at reasonable times and upon reasonable prior notice (but in no event less than five two (52) Business Days’ prior written notice) ), during normal business hours, to the properties of the Significant SubsidiarySale Entities, the books and records of the Sale Entities, the officers of the Sale Entities and to the other officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, for any reasonable purpose, including the development of a mutually acceptable transition plan, provided, however, that Seller shall have the right to (Ai) have a Seller representative(s) present with Buyer and its representatives at all times that Buyer and its representatives are on any such properties, and (Bii) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (iib) the furnishing of furnish financial and operating data and other information reasonably requested by Buyer. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein in this Section 5.1 to the contrary, Seller and the Sale Entities shall not be required to (ia) take any action that would constitute a waiver of the attorney-client privilege, or (iib) furnish any information that Seller, the Sale Entities or any of their Affiliates, Affiliates are under a legal obligation not to disclose; provided that Seller shall use Reasonable Efforts to obtain consent from any applicable third parties to permit disclosure to Buyer of such information. All information furnished by or on behalf of Seller or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 2713, 2020 2023 between DEI Seller and Buyer Enbridge (U.S.) Inc. (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller and Buyer shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service. 36 4863-6343-8441 v.8 Section 5.2 Approvals and Other Actions. (a) Regulatory Approvals, Litigation and Other Actions. (i) Subject to the terms and conditions of this Agreement, Seller, on the one hand, and Buyer, on the other hand, shall each use their respective reasonable best efforts to (A) cause the Contemplated Transactions to be consummated no later than the Termination Date, (B) make promptly any necessary or advisable submissions and filings under applicable Antitrust Laws or to Governmental Authorities with respect to the Contemplated Transactions, (C) promptly furnish information required in connection with such submissions and filings to such Governmental Authorities or under such Antitrust Laws, (D) keep the other Party reasonably informed with respect to the status of any such submissions and filings to such Governmental Authorities or under Antitrust Laws, including with respect to: (w) the receipt of any non-action, action, clearance, consent, approval or waiver; (x) the expiration of any waiting period; (y) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws or other applicable Laws; and (z) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws or other applicable Laws with respect to the Contemplated Transactions, and (E) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary or advisable to consummate the Contemplated Transactions no later than the Termination Date. (ii) In furtherance and not in limitation of the foregoing: (A) each Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Contemplated Transactions as promptly as practicable following the Effective Date but in any event within twenty (20) Business Days after the Effective Date, (y) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (z) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.2(a) necessary to obtain HSR Approval no later than the Termination Date; (B) each Party agrees to (x) make or cause to be made the appropriate filings with the FCC relating to the Contemplated Transactions as promptly as practicable following the Effective Date, (y) supply as soon as practical any additional information and documentary material that may be required or requested by the FCC and (z) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.2(a) as necessary to obtain FCC Approval no later than the Termination Date; (C) each Party agrees to (x) make or cause to be made the appropriate filings relating to the State Regulatory Approvals as promptly as practicable but in any event within forty-five (45) days after the Effective Date with the applicable Governmental Authority relating to the Contemplated Transactions, (y) supply as soon as practical any additional information and documentary material that may be required or requested by such Governmental Authority and (z) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.2(a) as necessary to obtain the State Regulatory Approvals no later than the Termination Date; and (D) each Party agrees to (w) submit a draft CFIUS Notice as promptly as practicable but in any event within forty-five (45) Business Days

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject Subject to legal or regulatory requirementsapplicable requirements of Law, including under Antitrust antitrust Laws, Seller and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall include: include (ia) from the date hereof until the earlier of (x) the Closing or (y) the termination of this Agreement pursuant to its terms, reasonable access by Buyer and its representativesaccess, at reasonable times and upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) during normal business hours, to the properties employees, properties, Books and Records (other than the Excluded Records) of the Significant Subsidiary, the books and records of the Sale Acquired Entities, and to the officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, ; provided, however, that Seller shall have the right to (Ai) have a Seller -33- representative(s) present with the representative(s) of Buyer and its representatives at all times that such Buyer and its representatives are representative(s) is on any such propertiesproperties of, or conducts a meeting or interview (whether in-person, telephonically or by other communication method) with any employee of, any Acquired Entity or Seller, and (Bii) impose reasonable restrictions and requirements on such access as necessary for safety safety, security and security confidentiality purposes; and (iib) the furnishing of financial and operating data and other information related to the Business reasonably requested by Buyer; and (c) Reasonable Efforts to facilitate the transition of data and information technology at or as soon as reasonably practicable after the Closing. Such access shall not include permitting Buyer or its representatives to conduct any sampling or testing of any environmental media or building materials, including soil, groundwater, surface water, sediment or air, at or around the Real Property. Promptly upon completion of any such access by such Buyer and its representativesrepresentative(s), Buyer shall repair any damage caused by such Buyer or its representativesrepresentative(s), and indemnify Seller and hold harmless Seller, the Sale Acquired Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities Seller or any of their Affiliates an Acquired Entity and caused by such Buyer or its representatives representative(s) during such access; provided that as used in this Section 5.1, including Adverse Consequences shall not include any regulatory or enforcement action that is the result of information obtained or uncovered by Buyer as part of its diligence and, further, as used in this Section 5.1, Adverse Consequences shall be limited exclusively to damages caused by the representative(s) of Buyer while visiting the property damage or personal injury. Notwithstanding anything herein to the contrary, of Seller and the Sale Entities its Affiliates. Neither Seller nor any Acquired Entity shall not be required to (i) take any action that would constitute a waiver of the attorney-client or other professional privilege, or (ii) furnish and neither Seller nor any Acquired Entity need supply to Buyer any information that Seller, the Sale Entities Seller or such Acquired Entity is prohibited under applicable Law or any of their Affiliates, are under a other legal obligation not from supplying; provided, however, that Seller shall consider in good faith appropriate and lawful measures, including entering into joint defense or similar agreements, providing documents and information on an “attorney’s eyes only” basis or seeking third party consent to disclosedisclosure of confidential information, reasonably requested by Buyer in order to provide Buyer and its representatives with access as contemplated by this Section 5.1. All information furnished by or on behalf of Seller or the Sale Entities any Acquired Entity hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 27, 2020 between DEI and Buyer (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service.

Access to Information; Continuing Disclosure. From the Effective Date until the Closing Upon reasonable notice and subject to legal compliance with all applicable NRC rules and regulations, and other applicable Laws or regulatory requirements, including under Antitrust Laws, Seller and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall include: , during the period before the Closing, (i) reasonable access by Buyer and its representativesaccess, at reasonable times and upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) during normal business hours, to the properties of the Significant SubsidiaryFacility, the Properties, books and records of the Sale EntitiesCompany and, and subject to the officers and employees Parties’ Reasonable Efforts, STPNOC (but not for the conduct of Seller and its Affiliates who have significant responsibility for any sampling, testing or other invasive or non-invasive analysis of the Sale Entitiessoil, but only to the extent that such access does not unreasonably interfere with the business of Seller water, air, building materials, structures, equipment, materials or any of its Affiliateswastes), provided, however, that Seller shall have the right to (A) have a Seller representative(s) present with such Buyer and its representatives representative(s) at all times that such Buyer and its representatives are representative(s) is on any such of the Company’s or its Affiliates’ properties, and (B) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (ii) the furnishing of financial and operating data and other information reasonably requested by BuyerBxxxx regarding the Company, and subject to the Parties’ Reasonable Efforts, STPNOC and the Facility. Promptly upon completion of any such access by Buyer shall indemnify Seller and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates Seller and caused by such Buyer or its representatives representative(s) during such access, including for any property damage or personal injury. Notwithstanding anything herein to the contrary, Seller and the Sale Entities shall not be required to (i) take any action that would constitute a waiver of the attorney-client privilege, or (ii) furnish . Seller and the Company shall not be required to provide to Buyer any information that SellerSeller or the Company is prohibited from providing under Law or any confidentiality obligation in existence as of the date of this Agreement. In addition, if the Company determines, in good faith, that such access or furnishing of information would (X) result in disclosures of trade secrets of third parties, (Y) cause competitive harm to the Company or with respect the Facility or (Z) expose the Company to risk of liability under data protection Laws for disclosure of personal information, then to such extent, after discussing alternative arrangements with Buyer in good faith, the Sale Entities Company shall not be required to afford such access or any of their Affiliatesfurnish such information. Subject to Section ‎13.7, are under a legal obligation not to disclose. All all information furnished by or on behalf of Seller or the Sale Entities Company hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 27January 3, 2020 2023 between DEI NRG Energy, Inc. and Buyer (the “Confidentiality Agreement”). Notwithstanding anything Each Party shall use its Reasonable Efforts to the contrary in cause STPNOC to provide any access or make available any records contemplated by this Section 5.1 or 6.1, upon reasonable advance notice and during normal business hours, and to otherwise facilitate the Confidentiality Agreement, Seller shall be permitted to disclose actions contemplated by this Agreement and any related information to any Governmental Authority, including the Internal Revenue ServiceSection ‎6.1.

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to legal or regulatory requirementsapplicable Law, including under Antitrust Laws, Seller shall, and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall includecause its Affiliates to: (ia) reasonable access by afford Buyer and its representativesrepresentatives access, at reasonable times and upon reasonable prior notice (but in no event less than five two (52) Business Days’ prior written notice) ), during normal business hours, to the properties of the Significant SubsidiarySale Entities, the books and records of the Sale Entities, the officers of the Sale Entities and to the other officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, for any reasonable purpose, including the development of a mutually acceptable transition plan, provided, however, that Seller shall have the right to (Ai) have a Seller representative(s) present with Buyer and its representatives at all times that Buyer and its representatives are on any such properties, and (Bii) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (iib) the furnishing of furnish financial and operating data and other information reasonably requested by BuyerXxxxx. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein in this Section 5.1 to the contrary, Seller and the Sale Entities shall not be required to (ia) take any action that would constitute a waiver of the attorney-client privilege, or (iib) furnish any information that Seller, the Sale Entities or any of their Affiliates, Affiliates are under a legal obligation not to disclose; provided that Seller shall use Reasonable Efforts to obtain consent from any applicable third parties to permit disclosure to Buyer of such information. All information furnished by or on behalf of Seller or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 2713, 2020 2023 between DEI Seller and Buyer Enbridge (U.S.) Inc. (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller and Buyer shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service.

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to legal or regulatory requirements, including under Antitrust Laws, Seller and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall include: (i) reasonable access by Buyer and its representatives, at reasonable times and upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) during normal business hours, to the properties of the Significant SubsidiarySale Entities and JV Company (to the extent Seller can cause the JV Company to comply), the books and records of the Sale Entities, and to the officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, provided, however, that Seller shall have the right to (A) have a Seller representative(s) present with Buyer and its representatives at all times that Buyer and its representatives are on any such properties, and (B) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (ii) the furnishing of financial and operating data and other information reasonably requested by Buyer. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein to the contrary, Seller and the Sale Entities shall not be required to (i) take any action that would constitute a waiver of the attorney-client privilege, or (ii) furnish any information that Seller, the Sale Entities or any of their Affiliates, are under a legal obligation not to disclose. All information furnished by or on behalf of Seller or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 27July 6, 2020 2021 between DEI and Buyer (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service.

Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to legal or regulatory requirementsapplicable Law, including under Antitrust Laws, Seller shall, and Buyer shall cooperate in good faith in developing a mutually acceptable transition plan, which shall includecause its Affiliates to: (ia) reasonable access by afford Buyer and its representativesrepresentatives access, at reasonable times and upon reasonable prior notice (but in no event less than five two (52) Business Days’ prior written notice) ), during normal business hours, to the properties of the Significant SubsidiarySale Entities, the books and records of the Sale Entities, the officers of the Sale Entities and to the other officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, for any reasonable purpose, including the development of a mutually acceptable transition plan, provided, however, that Seller shall have the right to (Ai) have a Seller representative(s) present with Buyer and its representatives at all times that Buyer and its 36 4894-6761-6617 v.11 representatives are on any such properties, and (Bii) impose reasonable restrictions and requirements on such access as necessary for safety and security purposes; and (iib) the furnishing of furnish financial and operating data and other information reasonably requested by BuyerXxxxx. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair any damage caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Sale Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of their Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything herein in this Section 5.1 to the contrary, Seller and the Sale Entities shall not be required to (ia) take any action that would constitute a waiver of the attorney-client privilege, or (iib) furnish any information that Seller, the Sale Entities or any of their Affiliates, Affiliates are under a legal obligation not to disclose; provided that Seller shall use Reasonable Efforts to obtain consent from any applicable third parties to permit disclosure to Buyer of such information. All information furnished by or on behalf of Seller or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 2713, 2020 2023 between DEI Seller and Buyer Enbridge (U.S.) Inc. (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller and Buyer shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service.