Common use of Access to Information Clause in Contracts

Access to Information. (a) During the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Subject to the Pre-Closing Periodprovisions of Section 3.4, (i) from the Company shall date hereof to the Effective Time, each of Marshalltown and the Marshalltown Subsidiaries will, and their respective directors, officers, employees, agents and representatives will, afford Parent the officers, employees, agents and its Representatives representatives of HMN reasonable accessaccess at all reasonable times to the officers, upon reasonable noticeemployees, during business hours to (A) all of the representatives, properties, books, Contracts books and records of Marshalltown and the Company Marshalltown Subsidiaries, and to the books and records of any predecessors thereof in the possession of Marshalltown or the Marshalltown Subsidiaries, and will furnish to HMN all financial, operating and other data and information as HMN and the HMN Subsidiaries, through its officers, employees or representatives, may reasonably request. From the date hereof to the Effective Time, Marshalltown and the Bank shall promptly furnish HMN with copies of all monthly and other interim financial statements and other information, including information disseminated to the Marshalltown Board, as the same become available. Marshalltown shall promptly notify HMN of any material change in the business or operations of Marshalltown or the Bank and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Marshalltown or the Bank. Two representatives of HMN shall attend all meetings of the Marshalltown Board and committees thereof (except meetings of the Marshalltown Board relating to the Merger and the transactions contemplated hereby) and of each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and subsidiaries conducted prior to the Closing DateEffective Time, and give HMN reasonable advance notice of the Company shall provide Parent’s outside legal counsel a customary USB containing the contents date, time and place of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel regularly scheduled meetings and special meetings of the Company, and in such a manner as not to unreasonably interfere with the normal operation entire Board of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure Directors of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)entity. Notwithstanding anything to the contrary hereinin this Section 3.5(a), the Company may satisfy its obligations set forth above by electronic means if physical nothing in this Section 3.5(a) shall require Marshalltown to provide access is not reasonably feasible to or would not be permitted under applicable Law as a result copies of COVID-19 or any COVID-19 Measures. With respect information to the information disclosed HMN, pursuant to this Section 5.43.5(a), Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all if such access would result in the violation of its obligations under the Confidentiality Agreementattorney-client privilege afforded such information. (b) Subject Marshalltown agrees to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent ofhold in confidence all, and confer not to disclose to others for any reason whatsoever any, non-public information received by it pursuant to Section 4.3 or otherwise in connection with the transactions contemplated hereby, except (i) as required by law, (ii) for disclosure to directors, officers, employees, agents and representatives as necessary to consummate the Merger or as necessary to the operation of its and HMN's businesses, and (iii) for information that becomes publicly available other than through Marshalltown or the Marshalltown Subsidiaries or their respective directors, officers, employees, agents or representatives. In the event that this Agreement is terminated, upon receipt of a written request from time HMN, Marshalltown will return to time as reasonably requested by Parent with one HMN all documents and other material (and all copies thereof) obtained from HMN or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company HMN Subsidiaries in connection with the transactions contemplated hereby and each of its Subsidiaries will destroy all documents and the general status other material prepared by Marshalltown or any of the ongoing operations Marshalltown Subsidiaries, or their respective directors, officers, employees, agents and representatives, that reflect any non-public information received by any of them in connection with the Businesstransactions contemplated hereby. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During the Pre-Closing Restricted Period, (i) the Company Seller shall afford Parent Buyer and its Representatives officers, authorized employees, accountants, counsel and other authorized representatives reasonable access, upon reasonable notice, access during normal business hours to the properties, including Inventory, books, records and personnel relating to the Business Assets, as Buyer may reasonably request (Asubject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation), and (ii) without the prior written consent of Seller, Buyer shall not contact any Business Employee or any suppliers to or customer of Seller or the Business in connection with or pertaining to any subject matter of this Agreement. Notwithstanding the foregoing, during the Restricted Period, Seller shall use commercially reasonable efforts to arrange for Buyer to contact (with a representative of Seller present on all such conference calls, meetings or other interactions) certain agreed upon suppliers and customers of the Business and certain Business Employees to discuss matters pertaining to this Agreement and the transactions contemplated hereby. In the event Seller is unable, after Seller has used its commercially reasonable efforts, to arrange for Buyer to make contact with an agreed upon customer, Buyer may contact such agreed upon customer, without further consent from Seller, to discuss matters pertaining to this Agreement and the transactions contemplated hereby (subject in all respects to the restrictions set forth in Section 5.9). (b) During the Restricted Period, (i) Buyer shall afford Seller and its officers, authorized employees, accountants, counsel and other authorized representatives reasonable access during normal business hours to the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries Buyer, as Parent Seller may reasonably request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation), and (ii) without the Company prior written consent of Buyer, Seller shall maintain the virtual data room established not contact any employees or any suppliers to or customers of Buyer in connection with this Agreement and provide Parent and its Representatives access thereto (and prior or pertaining to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms subject matter of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No After the Closing Date, Seller and Buyer shall provide to each other and to their respective officers, authorized employees, accountants, counsel and other authorized representatives, upon reasonable request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation), reasonable access for inspection and copying of all the Business Records and any other information existing as of the Closing Date and exclusively relating to the Business Assets or the Transferred Employees (subject to applicable privacy laws), and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, and as otherwise may be necessary or desirable to enable the Party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Entity, including filing any Tax Returns and responding to Tax audits or Tax authority disputes with respect to the Business Assets and the Transferred Employees; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one Party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The Party requesting such information or knowledge obtained assistance shall reimburse the other Party for all reasonable and necessary out-of-pocket costs and expenses incurred by such party in any investigation pursuant providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.4 5.12 shall affect be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the Party having custody or be deemed control thereof may impose to modify any representationpreserve the confidentiality of information contained therein. (d) Buyer shall preserve copies of all Business Contracts for up to seven (7) years after the Closing Date, warranty, covenant, agreement or condition contained hereinand all other Business Records for up to five (5) years after the Closing Date.

Access to Information. (a) During the Pre-Closing Periodperiod from the date of this Agreement continuing until the earlier of the valid termination of this Agreement or the Effective Time, subject to the requirements of applicable Law, the Company shall, and shall cause its Subsidiaries to, (i) the Company shall afford Parent give Acquiror and its Merger Sub and their authorized officers, employees, accountants, investment bankers, counsel and other Representatives reasonable access, access (during regular business hours upon reasonable notice) to such employees, during business hours offices, data centers and other facilities at reasonable times and to (A) all of the properties, such books, Contracts Contracts, commitments and records (including Tax Returns) of the Company and each of its Subsidiaries as Acquiror or Merger Sub may reasonably request and instruct the Company’s (Band its Subsidiaries’) all independent public accountants to provide access to their work papers and such other information concerning as Acquiror or Merger Sub may reasonably request, (ii) furnish Acquiror and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company as Acquiror or Merger Sub may from time to time reasonably request, (iii) furnish promptly to Acquiror and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries and during such period pursuant to the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel requirements of the Company federal or any of its Subsidiaries as Parent may reasonably request state securities Laws and (iiiv) with respect to the Company shall maintain matters set forth on Section 6.03(a) of the virtual data room established in connection Disclosure Letter, consult with this Agreement and provide Parent and its Representatives access Acquiror with respect to any decisions of a legal nature related thereto (and prior to the Closing DateCompany or its Subsidiaries responding to any request or submitting any documentation in response thereto, the Company shall provide Parent’s outside legal counsel Acquiror a customary USB containing the contents of reasonable opportunity to review any such virtual data room)submission, response or related documentation and provide comments; provided that with respect to this clause (iiv), the Company and its Subsidiaries shall not agree to settle or provide any remedy with regard to any such access matters without the prior written consent of Acquiror, which consent shall not be conducted at a reasonable timeunreasonably withheld or delayed. Notwithstanding the foregoing, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company and its Subsidiaries shall not be obligated to disclose any provide such access, inspections, data or other information to Parent the extent that to do so (A) could reasonably be expected to the extent related to jeopardize an Acquisition Proposalattorney-client privilege or attorney work product protection, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result violate an existing confidentiality obligation to any Person or any Law; provided, however, that in the disclosure case of any trade secrets of any third party, clause (iiA) jeopardize any attorney-client or other legal privilege and (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect theretoB). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees toshall, and to shall cause its Subsidiaries to, reasonably assist use commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and cooperate take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, data or other information to Acquiror and Merger Sub in compliance with Parent to facilitate the post-Closing integration of applicable Law, and otherwise the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply withshall, and shall instruct Parent’s Representatives cause its Subsidiaries to, use reasonable best efforts to comply withinstitute appropriate substitute disclosure arrangements, all of its obligations under to the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments extent practicable in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) circumstances. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.03 or by Acquiror or its Affiliates shall affect or be deemed to modify any representation, warranty, covenant, covenant or other agreement made by the Company in this Agreement or condition contained hereinthe conditions of Acquiror and Merger Sub related thereto. (b) All information obtained by Acquiror or Merger Sub pursuant to this Section 6.03 shall be subject to the provisions of the Confidentiality Agreement.

Access to Information. At all times from the date hereof until the Closing Date, to the extent the Buyer does not have the following information or rights and to the extent any Seller has the ability, power and authority to give such information or grant such rights, the Sellers will use commercially reasonable efforts to (a) During give the Pre-Closing Period, (i) the Company shall afford Parent Buyer and its Representatives reasonable accessaccess to the offices, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts books and records of the Company and Acquired Companies and, to the extent reasonably related to the transactions contemplated by the Transaction Documents, the Sellers, in each of its Subsidiaries case, during normal business hours and (Bb) all furnish or make available to the Buyer and its Representatives such financial and operating data and other information concerning relating to the Company Acquired Companies as such Persons may reasonably request, subject to the Buyer’s and its Representatives’ compliance with applicable Law and contractual restrictions governing the disclosure and use of such information. Notwithstanding the foregoing provisions of this Section 6.03, the Sellers shall not be required to grant access or furnish information to the Buyer or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Dateextent that such information is subject to an attorney/client or attorney work product privilege that would be violated or lost by such access or furnishing, or that such access or the Company shall provide Parent’s outside legal counsel a customary USB containing the contents furnishing of such virtual data room)information is prohibited by Law or an existing Contract; provided that the Sellers shall at Buyer’s request, and sole cost and expense, use commercially reasonable efforts to obtain necessary consent or waiver in order to grant the Buyer access or furnish information subject to such privilege to the extent not with respect to clause (i)a matter in which Buyer, on the one hand or Seller or any such access Acquired Company on the other hand, or their respective Affiliates, have an actual or potential conflict of interest. To the extent practicable, the Sellers shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any investigation pursuant to this Section 6.03 shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation conduct of the business of any Seller, its Affiliates or the CompanyAcquired Companies. Nothing herein Notwithstanding the foregoing, the Buyer shall require not be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the Company to disclose properties of AMV or the Partnership. The Buyer agrees that it will not, and will cause its Representatives not to, use any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed obtained pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all 6.03 in violation of its obligations under the Confidentiality AgreementSection 6.06. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During the Pre-Closing Period, (i) Prior to the Closing, subject to the restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall afford Parent permit Buyer and its Representatives representatives after the date of execution of this Agreement to have reasonable access, upon reasonable noticeduring regular business hours, during business hours to (A) all the properties, books and records in its possession or control relating to the Company as Buyer may reasonably request; provided, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the Company and Sellers and in no event shall Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the foregoing shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, Contracts records, data, documents and records of other information relating to the Company and each of Sellers provided to Buyer or its Subsidiaries and (B) all other information concerning the Company Affiliates or any of its Subsidiaries and their respective advisers or employees pursuant to this Agreement. Notwithstanding anything to the results of operationscontrary in this Agreement, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) neither Sellers nor the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company required to disclose any information to Parent Buyer if such disclosure would, in Sellers’ sole discretion (A) cause significant competitive harm to Sellers, the extent related to an Acquisition ProposalCompany and their respective businesses if the transactions contemplated by this Agreement are not consummated, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iiiC) contravene any applicable Legal RequirementLaw, fiduciary duty, Contract duty or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything binding agreement entered into prior to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result date of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (bii) Subject For a period of three years following the Closing Date or, in the case of Taxes, until the expiration of the relevant statute of limitations: (A) Buyer, agrees to compliance with Applicable Legal Requirementsuse reasonable efforts to provide, during the Pre-Closing Periodor cause to be provided, the Company shall notify Parent ofto Sellers, and confer from time to time as soon as reasonably requested by Parent with one or more of Parent’s Representatives to discusspracticable after written request therefor, any material changes or developments information in the operational matters possession or under the control of the Company Buyer which Sellers reasonably need (1) to prepare Sellers’ annual and each of its Subsidiaries interim financial statements, (2) to comply with reporting, disclosure, filing or other requirements imposed on Sellers (including under applicable securities and the general status of the ongoing operations of the BusinessTax Laws) by a Governmental Entity having jurisdiction over Sellers or (3) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements. (cB) No Without limiting the generality of the foregoing, the Buyer Group shall use reasonable efforts to cooperate with Sellers’ information requests to enable (1) Sellers to meet their respective timetables for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and (2) Sellers’ respective auditors to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable, the audit of Sellers’ internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder. Buyer acknowledges that Holdings is a “large accelerated filer” and MGP is an “accelerated filer,” each as defined in Rule 12b-2(b) promulgated under the Securities Exchange Act of 1934, as amended. (C) The Buyer Group agrees to use commercially reasonable efforts to retain all such information in its possession or knowledge obtained control in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained hereinaccordance with its ordinary course practices.

Access to Information. (a) During Between the Pre-Closing Perioddate of this Agreement and the Closing, Seller shall (i) the Company shall afford Parent give Buyer and its Representatives authorized representatives reasonable access, upon reasonable notice, during business hours access to (A) all of the properties, books, Contracts records contracts, accounts, personnel records, communications with regulatory authorities and records all other documents of the Company and each of its Subsidiaries and (B) all other information concerning which are relevant to the business operations of the Company or any of and its Subsidiaries Subsidiaries, and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and to all personnel of the Company or any of and its Subsidiaries as Parent may reasonably request Subsidiaries; and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior permit Buyer to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room)make inspections thereof as Buyer may request; provided however, that with respect to clause (i), any such access investigation shall be conducted at a reasonable time, the location(s) and on the terms specified by the Company or Seller during normal business hours under the supervision of appropriate Seller's personnel of the Company, and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably interfere with the normal operation business operations of the business of Seller and the Company. Nothing herein shall require . (b) All information concerning Seller, the Company Company, or the Subsidiaries furnished or provided by Seller or its Affiliates to disclose any information to Parent Buyer or its representatives (A) to whether furnished before or after the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms date of this Agreement) or shall be held subject to the Confidentiality Agreement by and between Seller and Buyer, dated as of September 4, 1998 (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals"Confidentiality Agreement"). Notwithstanding anything to the contrary hereincontained in this Agreement, (i) neither Seller nor any Affiliate of Seller shall have any obligation to make available or provide to Buyer or its representatives a copy of any information applicable to Seller or any of its Affiliates which is not used in, or relevant to, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters operations of the Company and each of or its Subsidiaries and (ii) following the general status public announcement of the ongoing operations execution of this Agreement contemplated by Section 5.5, the Buyer, with the consent of Seller, which consent shall not be unreasonably withheld, shall be permitted to disclose information regarding the Company to the public to the extent the Buyer deems such disclosure necessary to satisfy its disclosure obligations under state and federal securities laws or to explain to the public its rationale for pursuing an acquisition of the BusinessCompany. (c) No information or knowledge obtained Buyer shall provide Seller with such documentation as Seller may reasonably request to confirm to Seller's satisfaction the accuracy of the representations made by Buyer in any Section 4.3 and Buyer shall permit Seller to conduct a reasonable due diligence investigation pursuant to concerning the financial capability, resources, condition and creditworthiness of Buyer. (d) Nothing contained in this Section 5.4 5.2 shall affect or be deemed to modify create any representationduty or responsibility on the part of either party to investigate or evaluate the value, warrantyvalidity or enforceability of any contract, covenantlease or other asset included in the assets of the other party. With respect to matters as to which any party has made express representations or warranties herein, agreement the parties shall be entitled to rely upon such express representations and warranties irrespective of any investigations made by such parties, except to the extent that such investigations result in actual knowledge of the inaccuracy or condition contained hereinfalsehood of particular representations and warranties.

Access to Information. (a) During Seller agrees that, prior to the Pre-Closing PeriodClosing, (i) the Company shall afford Parent and Buyer will be entitled, through its Representatives reasonable accessRepresentatives, upon reasonable notice, during business hours to (A) all make such investigation of the properties, booksbusinesses, Contracts employees and operations of the Business and such examination of the books and records of the Company Business as it reasonably requests (including for audits of inventory and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries receivables as Parent may be reasonably request and (ii) the Company shall maintain the virtual data room established required for obtaining financing in connection with this Agreement the transactions contemplated hereby) and provide Parent to make extracts and copies of such books and records. Any such investigation and examination will be conducted _______________________ * Confidential material redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the redacted material. during regular business hours upon reasonable advance notice and under reasonable circumstances and will be subject to restrictions under applicable Law. Seller and its Representatives access thereto (will cooperate with Buyer and prior Buyer’s Representatives in connection with such investigation and examination, and Buyer and its Representatives will cooperate with Seller and its Representatives, and Buyer and its Representatives will use their reasonable best efforts to minimize any disruption to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents Business. By way of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel example and not limitation of the Companyforegoing, and Seller shall cooperate with Buyer in such a manner as not connection with Buyer’s efforts to unreasonably interfere with plan for the normal operation integration of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) Business to the extent related such cooperation would not violate any Antitrust Law. Notwithstanding anything herein to an Acquisition Proposalthe contrary, Change of Recommendation, Notice of Superior Proposal no such investigation or Notice of Intervening Event (except as otherwise required by examination will be permitted to the terms of this Agreement) extent that it would require Seller to disclose information that conflicts with any confidentiality obligations to which Seller is bound or (B) if such disclosure would (i) result in the disclosure cause a waiver of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)privilege. Notwithstanding anything to the contrary contained herein, prior to the Company Closing, Buyer will not (i) perform any subsurface investigations of the properties or facilities of Seller without the prior written consent of Seller, which may satisfy its obligations set forth above be withheld for any reason or no reason, or (ii) contact any customers or suppliers of Seller to discuss the transactions contemplated by electronic means if physical access is not reasonably feasible this Agreement or would any employee of Seller (in each case other than as agreed by the Parties), without the prior consent of Seller, which consent shall not be permitted under applicable Law as a result of COVID-19 unreasonably withheld, conditioned or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementdelayed. (b) Subject Notwithstanding the foregoing, (i) Buyer shall not have access to compliance (A) personnel records of the Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Seller’s opinion is sensitive or the disclosure of which could subject Seller or any of its Affiliates to risk of Liability, (B) any properties of Seller for purposes of conducting any environmental sampling or testing, (C) any information to the extent relating to the Excluded Assets, or (D) any Tax Returns of Seller or any of Seller’s Affiliates or any work papers related thereto, and (ii) Seller may withhold (A) any information relating to the sale process, bids received from other Persons in connection with Applicable Legal Requirementsthe transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, during the Pre-Closing Periodand (B) any document or information, the Company shall notify Parent ofdisclosure of which could reasonably be expected to violate any Contract or any Law, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments result in the operational matters loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege (provided that, in the case of this clause (B), Seller shall give notice to Buyer of the Company fact that such documents or information are being withheld and each of its Subsidiaries and the general status of the ongoing operations of the Businessthereafter Seller shall use commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver). (c) No information During the period commencing on the Closing Date and ending on the date that is the seventh anniversary of the Closing Date, Buyer will give Seller reasonable access during Buyer’s regular business hours upon reasonable advance notice to books and records transferred to Buyer solely to the extent necessary for the preparation of financial statements, regulatory filings or knowledge obtained Tax Returns of Seller or its Affiliates in respect of periods ending on or prior to Closing, or in connection with any investigation Legal Proceedings. Seller will be entitled, at its sole cost and expense, to make copies of the books and records to which it is entitled to access pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein5.2(c).

Access to Information. (a) During From the Pre-Closing Period, (i) date hereof until the Company shall afford Parent and its Representatives reasonable accessClosing, upon reasonable notice, during business hours the Seller shall, and shall cause its Representatives to, (i) afford the Purchaser and its Representatives reasonable access to (A) all of the propertiesoffices, books, Contracts properties and books and records of the Company Seller and each of its Subsidiaries and (B) all other information concerning to the Company extent related to the Business or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request Business Employee and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior furnish to the Closing Date, Representatives of the Company shall provide Parent’s outside legal counsel a customary USB containing Purchaser such additional financial and operating data and other information regarding the contents of such virtual data room)Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided that with respect to clause (i), any such access or furnishing of information shall be conducted at a reasonable timethe Purchaser’s sole expense, during normal business hours, under the supervision of appropriate the Seller’s personnel and in a manner that minimizes disruption of the Company, and in such a manner as not to unreasonably interfere with the normal operation operations of the business Business. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor any of the Company. Nothing herein its Subsidiaries shall require the Company be required to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) Purchaser if such disclosure would (i) result in would, as reasonably determined by the disclosure of any trade secrets of any third partySeller’s counsel, (iiA) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iiiB) contravene any applicable Legal RequirementLaws (including any Regulatory Law) or binding agreement with a third party entered into prior to the date hereof; provided that, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4each case, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply withSeller shall, and shall instruct Parent’s cause its Representatives to, use commercially reasonable efforts to comply with, all make appropriate substitute arrangements to provide such information (or portions thereof) under circumstances in which the restrictions of its obligations under the Confidentiality Agreementpreceding sentence apply. (b) Subject Solely in order to facilitate the resolution of any claims made against or incurred by the Seller relating to the Business, for purposes of compliance with Applicable Legal Requirementssecurities, employment and other Laws and for Tax and financial reporting purposes (but, in each case, not with respect to any dispute between the Parties), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s sole expense, photocopies), during normal business hours under the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters supervision of the Company Purchaser’s personnel and each of its Subsidiaries and the general status in a manner that minimizes disruption of the ongoing normal operations of the Purchaser’s business, to such books and records; provided that the Purchaser shall notify the Seller at least forty-five (45) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing in order to provide the Seller the opportunity to copy such books and records, at the Seller’s sole expense, in accordance with this Section 5.2(b); and provided, further, that any Tax information shall be provided on a pro forma basis (solely with respect to the Business). Notwithstanding the foregoing, the Purchaser shall not be required to disclose any information to the Seller or its Representatives if such disclosure would, as reasonably determined by the Purchaser’s counsel, (A) waive any attorney-client or other legal privilege or (B) contravene any applicable Laws or any binding agreement with a third party not entered into for the purposes of frustrating the rights granted to the Seller under this Section 5.2(b); provided, that, in each case, the Purchaser shall, and shall cause its Representatives to, use commercially reasonable efforts to make appropriate substitute arrangements to provide such information (or portions thereof) under circumstances in which the restrictions of the preceding sentence apply. (c) Solely in order to facilitate the resolution of any claims made against or incurred by the Purchaser relating to the Business, for purposes of compliance with securities, employment and other Laws and for Tax and financial reporting purposes (but, in each case, not with respect to any dispute between the Parties), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the portion of the Business conducted by it relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the Representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s sole expense, photocopies), during normal business hours under the supervision of the Seller’s personnel and in a manner that minimizes disruption of the normal operations of the Purchaser’s business, to such books and records; provided that the Seller shall notify the Purchaser at least forty-five (45) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing in order to provide the Purchaser the opportunity to copy such books and records, at the Purchaser’s sole expense, in accordance with this Section 5.2(c); and provided, further, that any Tax information shall be provided on a pro forma basis (solely with respect to the Business). Notwithstanding the foregoing, neither the Seller nor any of its Subsidiaries shall be required to disclose any information to the Purchaser or its Representatives if such disclosure would, as reasonably determined by the Seller’s counsel, (A) waive any attorney-client or other legal privilege or (B) contravene any applicable Laws or any binding agreement with a third party not entered into for the purposes of frustrating the rights granted to the Purchaser under this Section 5.2(c); provided, that, in each case, the Seller shall, and shall cause its Representatives to, use commercially reasonable efforts to make appropriate substitute arrangements to provide such information (or portions thereof) under circumstances in which the restrictions of the preceding sentence apply. (d) No information investigation or knowledge obtained in any investigation access pursuant to this Section 5.4 shall 5.2 or information provided, made available or delivered pursuant to this Agreement, will affect or be deemed to modify any representation, warranty, covenant, agreement of the representations or condition warranties of the Parties contained hereinin this Agreement or the conditions hereunder to the obligations of the Parties.

Access to Information. (a) During Subject to Section 5.4, until the Pre-earlier of the Closing Periodand the termination of this Agreement in accordance with the terms of ARTICLE VII, (i) the Company shall afford each of Seller Parent and each Seller shall cause its Representatives to afford Representatives of Buyer reasonable accessaccess during normal business hours, upon to the extent permitted by applicable Law and in accordance with the reasonable noticeprocedures established by Seller Parent or such Seller, during business hours to (A) all in furtherance of the consummation of the Sale and the other transactions contemplated by this Agreement, to the officers, directors, employees, MSOs, properties, books, Contracts offices and other facilities of the Business and the Acquired Assets (including all Business Real Property) and the books and records of relating thereto (in each case solely to the Company and each of its Subsidiaries and (B) all other information concerning extent relating to the Company Business, the Acquired Assets, Assumed Liabilities or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company Acquired Entities or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data roomSeparation Activities); provided that with respect to clause (i), any such access shall only be conducted at a upon the reasonable timeadvance request of Buyer and shall not unreasonably disrupt personnel, under the supervision of appropriate personnel operations and properties of the CompanyBusiness; provided, further, that Seller Parent and in each Seller shall make available, or cause its Subsidiaries to make available, to the extent required or requested by Buyer, Business Employee or Former Business Employee personnel files or other information relating to the Business Employees and Former Business Employees that is relevant to any Acquired Entity Plan (provided that, unless required by Buyer to satisfy its obligations under Section 5.2, no Seller shall make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and that Buyer shall indemnify, defend and hold each Seller and its Affiliates (including the other Subsidiaries of such a manner Seller (other than Acquired Entities)) harmless from any Liabilities arising out of or relating to Buyer’s and its Affiliates’ use of such personnel files). In exercising its rights under this Section 5.3(a), Buyer shall conduct itself so as not to unreasonably interfere with in the normal operation conduct of the business Business prior to the Closing. Buyer acknowledges and agrees that any contact or communication by Buyer and its Representatives with officers, employees or agents of the CompanyBusiness hereunder shall be arranged, and, if so determined in Seller Parent’s reasonable judgement, supervised (provided that Buyer shall have the right to reasonably request that such contact or communication be unsupervised and, upon such request, Seller Parent or such applicable Seller shall not unreasonably withhold, condition or delay its consent), by Representatives of the applicable Seller or Seller Parent, unless such Seller or Seller Parent otherwise expressly consents in writing with respect to any specific contact. Nothing herein Notwithstanding anything to the contrary set forth in this Agreement but subject to Sellers’ obligations pursuant to Section 5.22, no Seller nor any Affiliates of any Seller (including the Acquired Entities) shall require the Company be required to disclose to Buyer or any of its Representatives any: (i) information to Parent the extent: (A) relating to any acquisition, sale or divestiture process conducted by such Seller or its Affiliates for the extent related to an Acquisition ProposalBusiness or such Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, Change of Recommendationor any information concerning the Sale Process, Notice of Superior Proposal in each case, including projections, financial or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or other information relating thereto; (B) if doing so could reasonably be expected to violate any Contract (provided that each Seller shall use reasonable efforts to obtain consents or waivers from third parties under any such disclosure would (i) result Contract in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or order to disclose such information on a basis to Buyer (it being understood that does not waive in no event shall any Seller or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such privilege with respect theretoconsents or waivers)) or (iii) contravene Law to which any applicable Legal Requirement, fiduciary duty, Contract Seller or any obligation of its Affiliates (including the Acquired Entities) is a party or is subject or which it believes in good faith would reasonably be expected to result in a loss of the Company with respect ability to confidentiality successfully assert a claim of attorney-client privilege; or privacy (so long as C) if any Seller or any of its Affiliates, on the Company has reasonably cooperated with Parent one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in an effort to permit such inspection of or to disclose a litigation and such information on is reasonably pertinent thereto; provided, however, that in the event the restrictions of this clause (i) apply, such Seller shall provide Buyer with a basis that does reasonable description of the information not contravene provided, to the extent permitted by applicable Law, and such Seller shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate any such obligations with respect theretoinformation without resulting in any such violation; or (ii) Tax Return or any other information relating to Taxes or Tax Returns (other than information relating solely to the Business and the Acquired Entities). Subject Notwithstanding anything herein to Applicable Legal Requirements the contrary, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any Business Real Property prior to the Closing without the prior written consent of Sellers, which consent shall not be unreasonably withheld, delayed or conditioned, if such sampling or testing is reasonably requested by an insurance underwriter in connection with the Environmental Insurance Policy. (b) Except as provided otherwise in Section 5.16, Buyer shall retain the books, records, documents, instruments, accounts, correspondence, writings, evidence of title and this Section 5.4other papers relating to the Business, the Company agrees toAcquired Entities, the Assumed Liabilities and the Acquired Assets in its possession or the possession of its Affiliates until seven (7) years following the Closing Date or such longer period as may be required by Law or applicable court order. (c) After the Closing, upon reasonable advance written request, Buyer shall furnish or cause to cause its Subsidiaries tobe furnished to Sellers and their respective Representatives reasonable access, reasonably assist and cooperate with Parent during normal business hours, to facilitate the post-Closing integration employees of the Company Business (including to prepare and its Subsidiaries appear as witnesses) and such information as existing on the Closing Date (including the right to make copies), cooperation and assistance relating to the Business and the Acquired Entities as is necessary for any reasonable business purpose, including insurance matters, financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax Proceeding, in connection with Parent any disclosure obligation or the defense of any Action (including any Action that constitutes a Retained Liability, but excluding Actions between any Buyer Indemnified Parties and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervalsSeller Indemnified Parties). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not in this Agreement, neither Buyer nor any of its Affiliates shall be permitted under applicable Law as a result of COVID-19 required to disclose to any Seller or any COVID-19 Measures. With respect of its Representatives any information to the extent: (A) doing so could violate any Contract (provided that Buyer shall use reasonable efforts to obtain consents or waivers from third parties under any such Contract in order to disclose such information disclosed to any Seller (it being understood that in no event shall Buyer or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which Buyer or any of its Affiliates is a party or is subject or which it believes in good faith would reasonably be expected to result in a loss of the ability to successfully assert a claim of attorney-client privilege or (B) if Buyer or any of its Affiliates, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. In exercising its rights under this Section 5.3(c), each Seller shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Sellers shall reimburse Buyer for reasonable out-of-pocket costs and expenses incurred in assisting any Seller pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement5.3(c). (bd) Subject During the period between the date hereof and the Closing Date, Seller Parent and Sellers and their respective Representatives shall cooperate with Buyer and its Representatives with respect to compliance providing information and making determinations with Applicable Legal Requirements, during respect to the Pre-Closing Period, the Company shall notify Parent identification of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters potential impact and liabilities under Section 280G of the Company Code associated with, Business Employees and each Former Business Employees who are or may be determined to be “disqualified individuals” (within the meaning of its Subsidiaries and the general status Section 280G of the ongoing operations of Code) as a result of, or due to, the Businesstransactions contemplated by this Agreement. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Until the Pre-Closing PeriodTime, subject to any Applicable Law, applicable privileges and contractual confidentiality obligations, (i) the Company Sellers shall afford Parent allow and its Representatives shall cause the QNX Entities to allow the Buyers and their representatives, accountants, legal counsel and advisors reasonable access, access during normal business hours upon reasonable notice, during business hours prior notice to (A) all of the properties, files, books, Contracts records, and offices of the QNX Entities (and books and records of the Company Sellers to the extent related to the QNX Entities) for transition planning purposes, including any and each of its Subsidiaries all information relating to taxes, legal advice, commitments, contracts, leases, licenses, personnel, environmental, health and (B) all safety, personal property and financial condition and such other information concerning and data as reasonably requested by the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request Buyers and (ii) the Company Sellers shall maintain provide reasonable cooperation with the virtual data room established in connection with this Agreement Buyers to arrange meetings during normal business hours between representatives of Buyers and provide Parent and its Representatives access thereto (and prior personnel of the QNX Entities for transition planning purposes. Until the Closing Time, subject to the Closing DateApplicable Law, the Company Sellers shall provide Parent’s outside legal counsel cause the QNX Entities’ accountants to cooperate with the Buyers and their representatives in making available all financial information reasonably requested; provided, however that the accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary USB containing agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If so requested by the contents of such virtual data room); provided that Sellers, the Buyers and the Guarantor shall enter into a customary joint defense agreement with the Sellers and the QNX Entities with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) be provided to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed Buyers pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) 5.6(a). No information or knowledge obtained in any investigation pursuant to this Section 5.4 5.6(a) or prior to the execution of this Agreement shall affect or be deemed to modify any representationrepresentation or warranty contained in this Agreement or any of the Transaction Documents or in any document contemplated in this Agreement or any of the Transaction Documents and no investigation made by the Buyers or their representatives shall affect the Buyers’ right to rely on any representation or warranty in this Agreement or any of the Transaction Documents or in any document contemplated in this Agreement or any of the Transaction Documents. All such access shall be subject to the terms of the Confidentiality Agreement. (b) From and after the Closing Time, warrantysubject to any Applicable Law, covenantapplicable privileges and contractual confidentiality obligations, in connection with any Claim by a Buyer Indemnified Person pursuant to this Agreement, in connection with complying with Applicable Law, including any inquiry of any Governmental Authority or any public reporting requirements, or in connection with any actual or threatened third party or regulatory action, suit, judgment or proceeding in each case in respect of the pre-Closing activities of the QNX Entities, the Buyers shall allow and shall cause the QNX Entities to allow the Sellers and their representatives, accountants, legal counsel and advisors reasonable access during normal business hours upon reasonable notice to the relevant properties, files, books, records, and offices of the QNX Entities, including such additional information relating to taxes, legal advice, commitments, contracts, leases, licenses, personnel, environmental, health and safety, personal property and financial condition and other information and data as reasonably requested by the Sellers. In connection with any access permitted pursuant to this Section 5.6(b), the Buyers shall cause their and the QNX Entities’ accountants to cooperate with the Sellers and their representatives in making available all financial information related to the underlying purpose of such access as reasonably requested; provided, however that such accountants shall not be obliged to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) The Sellers and the Buyers agree that each of them shall preserve and keep the records held by it relating to the QNX Entities and the Business for a period of six (6) years from the Closing Date. In the event the Sellers, on the one hand, or condition contained hereinthe Buyers, on the other hand, wish to destroy such records, such party shall use reasonable efforts to first give ninety (90) days’ prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records.

Access to Information. (a) During the Pre-Closing Period, the Company shall afford Acquirer and its Representatives reasonable access during business hours (including remote access) to (i) the Company shall afford Parent and its Representatives reasonable accessCompany’s properties, upon reasonable notice, during business hours to (A) all of the propertiespersonnel, books, Contracts and records of the Company and each of its Subsidiaries and records, (Bii) all other information concerning the Company or any of its Subsidiaries business and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent Acquirer may reasonably request request, and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent make available to Acquirer and its Representatives access thereto (correct and prior to the Closing Datecomplete copies of, including all records and workpapers relating to, the Company shall provide ParentCompany’s outside legal counsel (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and workpapers relating to Taxes, (C) a customary USB containing the contents schedule of such virtual data room); provided that any deferred intercompany gain or loss with respect to clause transactions to which the Company has been a party and (i)D) receipts for any Taxes paid to non-U.S. Tax Authorities, and (iii) all other information concerning the business and properties of the Company as Acquirer may reasonably request, including as may be requested to facilitate the integration planning of the Company’s business with Acquirer’s business following the Closing; provided, however, that (x) any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation businesses or operations of the business Acquired Companies; (y) the Acquired Companies shall not be required to take any action which would adversely affect the ability to assert attorney-client, attorney work product or other privilege; provided that the parties hereto shall use commercially reasonable efforts to agree upon a method of disclosure which would not compromise any such privilege; and (z) the Acquired Companies shall not be required to supply any information which (1) such Person is under a contractual or legal obligation not to supply; provided that the parties shall use commercially reasonable efforts to agree upon a method of disclosure which would not compromise such contractual or legal obligation or (2) is a trade secret or commercially sensitive. Any disclosure during any investigation by Acquirer and its Representatives shall not constitute an enlargement of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal representations or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation warranties of the Company with respect or the Shareholders beyond those specifically set forth in this Agreement. All information and access given to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company Acquirer and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything Representatives shall be subject to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result terms and conditions of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal RequirementsLaw, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent Acquirer with one or more Representatives of Parent’s Representatives Acquirer to discuss, discuss any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the BusinessCompany. (c) No information or knowledge obtained by Acquirer during the pendency of the Transactions in any investigation pursuant to this Section 5.4 6.8 shall affect or be deemed to modify any representation, warranty, covenant, agreement agreement, obligation or condition contained set forth herein.

Access to Information. (a) During In addition to the Pre-Closing Periodrights granted by Sections 6.1(b), (ic) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning d), between the Company or any of its Subsidiaries Effective Date and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, Seller will, and will use Commercially Reasonable Efforts to cause NMC to, during ordinary business hours, upon reasonable notice and subject to compliance with all applicable NRC rules and regulations and other applicable Laws and subject to approval in advance by the Company Seller's Agent(s) which approval shall provide Parent’s outside legal counsel a customary USB containing not be unreasonably withheld or delayed (i) give Buyer and Buyer's Representatives reasonable access to all management personnel engaged in the contents operation of the Included Assets and all books, documents, records, plants, offices and other facilities and properties constituting the Included Assets; (ii) permit Buyer to make such virtual reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data room); provided that and other information with respect to clause the Included Assets and the Palisades Employees and the Big Rock ISFSI Employees as Buyer may from time to time reasonably request; (i)iv) furnish Buyer a copy of each report, schedule or other document filed or received by it since the date hereof with respect to the Included Assets with the NRC, FERC or any other Governmental Authority having jurisdiction over the Included Assets; provided, however, that (A) any such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business Included Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the Company. Nothing herein shall require the Company to disclose attorney-client privilege, and (C) Seller need not supply Buyer with any information that Seller is legally prohibited from supplying. Seller will use its Commercially Reasonable Efforts to Parent cause NMC to provide Buyer or Buyer's Representatives with access to the Transferred Employee Records that it has, but Seller shall not be required to provide or cause to be provided access to other employee records or medical information unless required by Law or specifically authorized by the affected employee. Notwithstanding anything in this Section 6.2 to the contrary, Seller shall only provide or cause to be provided such access to Transferred Employee Records and personnel and medical records as is permitted by Law or required by legal process or subpoena. In addition, Seller will use Commercially Reasonable Efforts to cause NMC to provide Buyer or Buyer's Representatives with access to NMC personnel engaged in the supervision, operation, maintenance or otherwise supporting the Included Assets. To the extent not prohibited by applicable Law, Seller shall cause NMC to deliver in a timely manner to Buyer all documents, electronic files and records in a format sufficient (as reasonably determined by Buyer) to facilitate the anticipated Closing. Without limiting the generality of the foregoing, four (4) weeks prior to the anticipated Closing Date, (A) Seller shall provide, or cause NMC to provide, to Buyer a list of the extent related Palisades Employees and Big Rock ISFSI Employees anticipated to an Acquisition Proposalbecome Transferred Employees, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or and (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent Seller shall comply withcooperate, and shall instruct Parent’s Representatives cause NMC to comply withcooperate, all with Buyer to enable Buyer to document the transfer of its obligations under the Confidentiality AgreementTransferred Employees according to Buyer's or Buyer's Affiliate's standard practices and employment prerequisites. (b) Subject Buyer and Seller acknowledge that all information furnished to compliance with Applicable Legal Requirements, during or obtained by Buyer or Buyer's Representatives pursuant to either Section 6.1 or this Section 6.2 shall be subject to the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters provisions of the Company Confidentiality Agreement and each of its Subsidiaries and the general status of the ongoing operations of the Businessshall be treated as Proprietary Information. (c) No information For a period of five (5) years following the Closing Date (or knowledge obtained such other date as the Parties may agree in writing), and in the case of books and records relating to the Decommissioning Funds, until the completion of Decommissioning, and subject to all applicable NRC rules and regulations, each Party and its respective Representatives shall have reasonable access to all of the Business Books and Records, including all Transferred Employee Records or other personnel and medical records required to be made available by Law, legal process or subpoena, in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities and Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Included Assets. Such access shall be afforded by the Party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any investigation costs or expenses incurred by it pursuant to this Section 5.4 6.2(c). If the Party in possession of such books and records shall affect desire to dispose of any such books and records prior to the expiration of the applicable time period specified in this Section 6.2(c), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's expense, to segregate and remove such books and records as such other Party may select. Notwithstanding the foregoing, the right of access to medical records and other confidential employee records shall be subject to all applicable Laws. (d) Seller agrees (i) not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect to the Included Assets, or waive or amend any provision thereof, and (ii) to assign at the Closing any rights arising under any such confidentiality agreement (to the extent assignable) to Buyer. Notwithstanding the foregoing, Seller agrees and shall use Commercially Reasonable Efforts to cause NMC to agree that following the Closing, no Transferred Employee shall be deemed subject to modify any representationconfidentiality, warrantynon-solicitation or non-competition obligation for the benefit of Seller or its Affiliates or NMC. (e) Notwithstanding the terms of the Confidentiality Agreement and Section 6.2(b) above, covenantthe Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to other Persons to the extent reasonably necessary in connection with Buyer's financing and risk management of the Included Assets, agreement and, to the extent that Seller consents, which consent shall not be unreasonably withheld or condition delayed, to such Persons with whom Buyer expects it may have business dealings regarding the Included Assets from and after the Closing Date; provided, however, that all such Persons agree in writing to maintain the confidentiality of the Proprietary Information on substantially the same terms and conditions as those contained hereinin the Confidentiality Agreement; and provided, further, that Buyer shall be responsible for any breach by any such Persons of such confidentiality obligations. (f) Except as may be permitted under the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of NMC, Seller or Seller's Affiliates with respect to any aspect of the Included Assets or the transactions contemplated hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed; provided, however, that such consent shall not (subject to the notice requirement set forth in the next sentence) be required during the period beginning sixty (60) days prior to the anticipated Closing Date through the Closing Date. Notwithstanding the foregoing, prior to the Closing, (i) Buyer may conduct general employee meetings addressing the following topics: payroll, transition, compensation, health and wellness benefits, pension plans, 401(k) plan transitions, post-Closing policies and procedures and other matters of general employee concern, provided that Buyer shall provide NMC with notice of any such meeting a reasonable period of time in advance thereof and shall reasonably coordinate with NMC as to the conduct thereof and (ii) Buyer may make any contacts with Persons as expressly contemplated by this Agreement, including without limitation contacts with vendors, suppliers and customers in connection with obtaining assignments of contracts and discussing the post-Closing relationship with such Persons, provided that Buyer shall keep Seller reasonably informed as to the existence of any such contacts. (g) Upon Buyer's or Seller's (as the case may be) prior written approval (which approval shall not be unreasonably withheld or delayed), Seller or Buyer (as the case may be) may provide Proprietary Information of the other Party to the NRC, FERC or any other Governmental Authority having jurisdiction over the Included Assets or any stock exchange, as may be necessary to obtain Seller's Required Regulatory Approvals or Buyer's Required Regulatory Approvals, respectively. The disclosing Party shall seek confidential treatment for the Proprietary Information provided to any such Governmental Authority and the disclosing Party shall notify the other Party as far in advance as practical of its intention to release to any Governmental Authority any such Proprietary Information. (h) Seller or Buyer (as the case may be) may, without the prior consent of the other Party, disclose Proprietary Information of the other Party as may be necessary to comply generally with any applicable Laws, requests from Governmental Authorities or with the rules of any applicable stock exchange. The disclosing Party shall notify the other Party as far in advance as practical of its intention to release to any third party any such Proprietary Information. (i) The Parties agree that the Confidentiality Agreement shall remain in effect until the Closing. Thereafter, the Parties agree that any restrictions contained in the Confidentiality Agreement with respect to Buyer's disclosure of Proprietary Information shall terminate, other than with respect to the Proprietary Information of Seller that does not relate to the Included Assets. The Parties further agree that after the Closing Date, Seller shall keep confidential all Proprietary Information provided by Buyer or which Seller possesses with respect to the Included Assets, to the extent permitted by Law, and to the same extent and under the same conditions applicable to Buyer's obligations with respect to Seller's Proprietary Information as contained in the Confidentiality Agreement between the Parties, but for a period of time equal to six (6) years from the Closing.

Access to Information. (a) During the Pre-Closing Period, (i) the Company Sellers shall afford Parent to Buyer and its Representatives reasonable access, upon reasonable noticenotice during normal business hours, during business hours the period prior to (A) all of the Closing, to the properties, books, Contracts Contracts, records and records personnel of Sellers and their respective Subsidiaries related to the Business, the Purchased Assets, the Purchased Companies, and the Subsidiaries of the Company and each Purchased Companies, including for the purpose of its Subsidiaries and (Breviewing the Closing Statement delivered to Buyer pursuant to Section 2.9(b) all other information concerning the Company of this Agreement; provided, however, that no Seller nor any Affiliate of any Seller shall be required to violate any obligation of confidentiality to which it or any of its Subsidiaries Affiliates may be subject in discharging their obligations pursuant to this Section 5.4(a); provided, further, however, that each Seller and Affiliate of a Seller shall use commercially reasonable efforts to obtain any consent required to permit the results access afforded to Buyer and its Representatives pursuant to this Section 5.4(a). During the period from the date of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel this Agreement until the earliest of the Company Closing Date or the termination of this Agreement in accordance with its terms, Buyer hereby agrees that it is not authorized to and shall not (and shall not permit any of its Subsidiaries as Parent may reasonably request and employees, agents, representatives or Affiliates to) contact any employee (ii) excluding executive officers), customer, supplier or other material business relation of the Company shall maintain Business regarding the virtual data room established in connection with Business or the transactions contemplated by this Agreement and provide Parent and its Representatives access thereto without the prior written consent of Sellers (and prior not to be unreasonably withheld, delayed or conditioned). (b) Buyer agrees that any investigation undertaken pursuant to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access granted under Section 5.4(a) shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business Business, under the supervision of the applicable Purchased Company. Nothing herein shall require ’s personnel and in such a manner as to maintain the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms confidentiality of this Agreement and the Transaction and the other transactions contemplated by this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary hereinin this Agreement, no Seller nor any Affiliate of any Seller shall be required to provide access to or disclose information where, upon the Company may satisfy advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws; provided, however, that each Seller and Affiliate of a Seller shall use commercially reasonable efforts to obtain any consent required to permit the access afforded to Buyer and its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed Representatives pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business5.4(a). (c) No At and after the Closing, Buyer shall, and shall cause its Affiliates to, afford HD Supply, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by Buyer or its Affiliates, as applicable, reasonable access to the personnel, books and records of the Business, the Purchased Companies and the Subsidiaries of the Purchased Companies to the extent that such access may be reasonably requested by HD Supply, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Buyer agrees to hold all the books and records of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law. (e) Notwithstanding the provisions of this Section 5.4, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.4, as to such records or other information or knowledge obtained in any investigation pursuant directly pertinent to such dispute, the Parties may not utilize this Section 5.4 shall affect or be deemed to modify any representationbut rather, warrantyabsent agreement, covenant, agreement or condition contained hereinmust utilize the rules of discovery.

Access to Information. (a) During Between the Pre-date of this Agreement and the Exchange Closing PeriodDate, (i) the Company shall afford Parent FE Subsidiaries will, at reasonable times and its Representatives reasonable access, upon reasonable notice, provide DLC, the DLC Representatives, the Auction Participants and the Winning Bidders: (i) reasonable access to their managerial personnel and to all books, records, plans, equipment, offices and other facilities and properties constituting the FE Assets; (ii) such historical financial and operating data and other information with respect to the FE Assets as they may from time to time reasonably request; (iii) upon request, a copy of each material report, schedule or other document filed by FE or any FE Subsidiary with respect to the FE Assets with the SEC, FERC, PUCO, PaPUC, PaDEP or any other Governmental Authority; (iv) access to each FE Asset for Inspection by DLC, DLC Representatives, Auction Participants and Winning Bidders at reasonable times during regular business hours scheduled for such Inspections, and shall provide qualified management, engineering, operations and maintenance and other personnel to make presentations as required, to escort such Persons and to assist in all aspects of conducting the Inspections, provided that each of DLC, the Auction Participants, the Winning Bidders and the FE Subsidiaries shall bear their own costs of participating in the Inspections; and (v) with all such other information in the possession or control of an FE Subsidiary as shall be reasonably necessary to enable DLC, the DLC Representatives and the Auction Participants to assemble the information reasonably necessary or appropriate for the Auction or to verify the accuracy of the representations and warranties of the FE Subsidiaries contained in this Agreement; provided, however, that (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access Inspections shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business FE Assets, (B) the applicable FE Subsidiary shall not be required to take any action which would constitute a waiver of any legal privilege, including, but not limited to, the Company. Nothing herein shall require attorney-client privilege, the Company to disclose work product privilege, and the self critical investigation privilege, and (C) the applicable FE Subsidiary need not supply DLC, any Auction Participant or any Winning Bidder with any information which such FE Subsidiary are under a legal or contractual obligation to Parent (Awithhold from disclosure. Notwithstanding anything in this Section 8.2(a) to the extent related contrary, with respect to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal employee records the FE Subsidiaries will only furnish or Notice of Intervening Event (except as otherwise provide such access to FE Transferred Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the terms of this Agreement) or (B) if such disclosure would affected employee. (i) result DLC, the DLC Representatives, the Auction Participants and the Winning Bidders shall be entitled to conduct Inspections, in accordance with this Section 8.2(b), of all of the FE Assets located adjacent to any Connection Point (as defined in the disclosure FE Connection Agreements) to verify and/or determine the accuracy of the data, drawings, and records described in the FE Connection Agreements. The Parties shall cooperate to schedule DLC's, the Auction Participants' and the applicable Winning Bidder's Inspections of the FE Assets so that any trade secrets interference with the operation of any third partyeach FE Plant is minimized, to the extent reasonably feasible, and so that DLC, the Auction Participants and such Winning Bidder may complete their Inspections of the FE Assets within thirty (30) working days of commencement of Inspections and within two (2) months after the execution of the Auction Agreements. (ii) jeopardize any attorney-client or other legal privilege At a mutually convenient time not more than one (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto1) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4month after DLC, the Company agrees to, Auction Participants and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary hereinWinning Bidders have completed their Inspections, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law Parties shall meet to discuss whether, as a result of COVID-19 or any COVID-19 Measures. With respect the Inspections, it is appropriate to modify the exhibits to the information disclosed pursuant FE Connection Agreements to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives portray more accurately the Connection Points. Any modification to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters portion of the Company and each exhibits to any FE Connection Agreement to which the respective Parties agree shall thereafter be deemed part of its Subsidiaries and the general status of the ongoing operations of the Businesssuch exhibit for all purposes under such FE Connection Agreement. (c) No The FE Subsidiaries agree that in order to satisfy the requirements of the Auction, it is necessary and hereby agree (i) to complete surveys and title reports for the FE Real Property, (ii) to subdivide the FE Real Property appropriately to prepare it for sale, in each case as soon as practicable following the execution of this Agreement, and (iii) to provide DLC with a copy of preliminary title reports and surveys for the FE Real Property as soon as such preliminary title reports and surveys are available. DLC agrees to provide the applicable FE Subsidiaries with a copy of preliminary title reports and surveys for the DLC Real Property as soon as such preliminary title reports and surveys are available. (d) For seven (7) years after the Exchange Closing Date (or such longer period as may be required by applicable law), each Party and its Representatives (and under the terms of the respective Auction Agreement, the applicable Winning Bidder and its Representatives) shall have reasonable access to all of the books and records of the Exchange Assets, including all FE Transferred Employee Records in the possession of any Party to the extent that such access may reasonably be required in connection with the Assumed Liabilities or the Excluded Liabilities, or regarding other matters relating to or affected by the operation of the Exchange Assets. Such access shall be afforded by the applicable Winning Bidder or the Party in possession of any such books and records upon receipt of reasonable advance notice and during normal business hours. The Person exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the holder of the information or knowledge obtained in any investigation with respect to such access pursuant to this Section 5.4 8.2(d). If the Person in possession of such books and records shall affect desire to dispose of any books and records upon or prior to the expiration of such seven-year period (or any such longer period), such Person shall, prior to such disposition, give the other Person a reasonable opportunity, at the latter's expense, to segregate and remove such books and records as it may select. (e) Each Party agrees that, prior to the Exchange Closing Date, neither it nor its Representatives will contact any vendors, suppliers, employees, or other contracting parties of a Conveying Party or its Affiliates with respect to any aspect of the Conveying Party's Exchange Assets or the transactions contemplated hereby, without the prior written consent of the applicable Conveying Party, which consent shall not be deemed to modify any representationunreasonably withheld. For avoidance of doubt, warrantyif the Conveying Party is an FE Subsidiary, covenantconsent will only be needed from such FE Subsidiary. (f) Each Party shall provide the other with (i) copies of its Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, agreement or condition contained herein1998, as soon as practicable but in no event later than March 31, 1999, and (ii) copies of its Quarterly Reports on Form 10-Q filed with the SEC for those quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, as soon as practicable after each such report is filed with the SEC.

Access to Information. (a) During From the Pre-Closing Perioddate hereof until the Closing, Sellers will provide Purchaser and its authorized Advisors with reasonable access and upon reasonable advance notice and during regular business hours (so long as consistent with applicable Law and in accordance with the reasonable procedures established by Sellers) to the facilities, books and records (excluding any personnel files) of Sellers, in order for Purchaser and its authorized Advisors to access such information regarding the Acquired Assets and Assumed Liabilities (which shall include the Acquired Real Property, for certainty) as is reasonably necessary in order to consummate the Transactions; provided that (i) such access does not unreasonably interfere with the Company shall afford Parent normal operations of Sellers or any of their Subsidiaries, (ii) such access will occur in such a manner as Sellers reasonably determines to be appropriate to protect the confidentiality of the Transactions and its Representatives reasonable accesssuch books and records, upon reasonable notice(iii) all requests for access will be directed Seller Broker or such other Person(s) as Sellers may designate in writing from time to time, during business hours (iv) nothing herein will require Sellers or any of their Subsidiaries to provide access to, or to disclose any information to, Purchaser or any other Person if such access or disclosure (A) all would reasonably cause competitive harm to Sellers or any of their Subsidiaries if the propertiesTransactions are not consummated, books, Contracts and records of the Company and each of its Subsidiaries and (B) would waive any legal privilege or (C) would be in violation of applicable Laws (including the HSR Act and Antitrust Laws) or the provisions of any Contract to which Sellers is bound or would violate any fiduciary duty and (v) nothing herein will permit Purchaser or its authorized Advisors to conduct any sampling or testing of environmental media or any other invasive investigation or assessment at any property or facility (including the Acquired Real Property) of Sellers, including of the type commonly known as a Phase II environmental site assessment. (b) The information provided pursuant to this Section 6.2 will be used solely for the purpose of consummating the Transactions, and will be governed by all other the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall survive the execution of this Agreement through the first to occur of the Closing and two years following the date hereof notwithstanding anything to the contrary therein. Purchaser will, and will cause its Advisors to, abide by the terms of the Confidentiality Agreement with respect to such access and any information concerning the Company furnished to Purchaser or any of its Subsidiaries Advisors. Sellers make no representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 6.2, and none of Purchaser or its Advisors may rely on the results accuracy of operationsany such information. (c) From and after the Closing for a period of three years following the Closing Date (or, product development effortsif later, properties (tangible the closing of the Bankruptcy Cases), Purchaser will provide Sellers and intangibletheir Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to the books and records, including Intellectual Property Rightswork papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents (for the purpose of examining and copying) and personnel of the Company Sellers or any of its Subsidiaries as Parent may reasonably request otherwise solely and exclusively pertaining to the Sellers that are included in and relate to the Acquired Assets, the Excluded Assets (iiif applicable), the Assumed Liabilities or the Excluded Liabilities (if applicable) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and respect to periods or occurrences prior to the Closing Date, and reasonable access, during normal business hours, and upon reasonable advance notice, to employees, officers, Advisors, accountants, offices and properties of Purchaser (including for the Company purpose of better understanding such books and records). Unless otherwise consented to in writing by Xxxxxxx, Purchaser will not, for a period of three years following the Closing Date, destroy, alter or otherwise dispose of any such books and records of the Sellers without first offering to surrender such books and records of the Sellers to Sellers or any portion thereof that Purchaser may intend to destroy, alter or dispose of. Purchaser shall provide Parent’s outside legal counsel a customary USB containing Sellers with fourteen (14) days prior written notice before disposing of or otherwise destroying any of Sellers books and records and Sellers shall have fourteen (14) days after the contents date set forth on Purchasers notice to remove, collect or otherwise cause to be preserved any such books and records of Sellers. From and after the Closing, Purchaser will, and will cause its employees to, provide Sellers with reasonable assistance, support and cooperation with Sellers’ wind-down and related activities (e.g., helping to locate such virtual data roomdocuments or information); provided that . (d) Purchaser will not, and will not permit any member of the Purchaser Group to, contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of any Seller or any of its Affiliates prior to the Closing with respect to clause (i)any Seller, any of its Subsidiaries, any of their respective businesses or the Transactions, in each case, without the prior written consent of Sellers for each such access shall be conducted at a reasonable timecontact, under other than in the supervision ordinary course of appropriate personnel of Purchaser’s business unrelated to the Company, Transactions and in such a manner as not without referring to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose Transactions and without disclosing any information to Parent (A) to the extent related to an Acquisition Proposal, Change in breach of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, but subject in all cases to Section 10.4(c). (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-date of this Agreement and the earlier of the Closing Periodor the termination of this Agreement, Seller shall afford Buyer and its respective officers, employees, accountants, counsel, agents and other representatives, reasonable access during normal business hours upon reasonable prior notice to (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts contracts, commitments and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries Business and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third partyAcquired Assets, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or all Business Employees and (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything auditor's work papers relating to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementBusiness Financial Statements. (b) Buyer acknowledges and agrees that there shall be no invasive inspection or testing of any Leased Real Property without the prior written consent in each instance of Seller and the lessor of such Leased Real Property, which consent Buyer acknowledges may be withheld in the sole and absolute discretion of such lessor. Buyer further agrees that neither any such lessor nor Seller shall be obligated to consent to any testing of the soil or groundwater, in, on or under any Leased Real Property. Subject to compliance the foregoing and in addition to such other conditions and requirements as may be imposed by the lessor of the Leased Real Property, in connection with Applicable Legal Requirementsany approved entry by Buyer or its agents, during consultants, employees or contractors onto the Pre-Closing PeriodLeased Real Property, the Company Buyer shall notify Parent ofSeller in writing of its intention or the intention of its agents or representatives to undertake any inspection at least two business days prior to such intended inspection which notice shall include the identity of the company or persons who will perform the inspections and the proposed scope of such inspections. Buyer shall conduct such entry and any inspection in connection therewith so as to minimize any interference with Seller's or Tekelec Japan's operations, and confer Buyer shall bear the cost of all such inspections. At Seller's option, Seller or Seller's agents may be present for any such inspections. Buyer shall indemnify and hold harmless Seller from time and against any liability, claims or expenses (including, without limitation, mechanic's or construction liens and/or reasonable attorneys' fees), damages or injuries arising out of or resulting from the inspection of the Leased Real Property by Buyer or its agents, contractors, consultants or employees, and at the conclusion of its inspections, Buyer shall repair any damage to time as reasonably requested the Leased Real Property caused by Parent its inspections. In addition, prior to any entry, Buyer will obtain, maintain and provide Seller, or shall cause any consultant, contractor or other person entering the Leased Real Property to obtain, maintain and provide Seller, with one or more proof of Parent’s Representatives to discuss, any material changes or developments comprehensive general liability insurance in the operational matters amount of at least $2,000,000 combined, single limit coverage, naming Seller and the lessor of the Company Leased Property as additional insureds and each of its Subsidiaries with coverages reasonably satisfactory to Seller and the general status lessor. The foregoing indemnity provision will survive the Closing or any termination of the ongoing operations of the Businessthis Agreement. (c) No information Between the date of this Agreement and the earlier of the Closing or knowledge obtained in any investigation pursuant the termination of this Agreement, Buyer shall afford Seller and its officers, employees, accountants, counsel, agents and other representatives, reasonable access during normal business hours upon reasonable prior notice to this Section 5.4 shall affect or be deemed to modify any representation(i) all of the properties, warrantybooks, covenantcontracts, agreement or condition contained hereincommitments and records of Buyer and its subsidiaries and (ii) all officers of Buyer and its subsidiaries.

Access to Information. (a) During From the Pre-Closing Perioddate of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) the Company shall afford Parent except as set forth in subparagraph (c), give Acquiror and its Representatives authorized representatives reasonable accessaccess to all books, upon reasonable noticerecords, during business hours to (A) all personnel, offices and other facilities and properties of the propertiesBusiness, books, Contracts (ii) permit Acquiror to make such copies and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries inspections thereof as Parent Acquiror may reasonably request and (iiiii) cause the Company shall maintain officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the virtual Transferred Companies to furnish Acquiror with such financial and operating data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that other information with respect to clause (i)the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of Holdings or the Company, Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably interfere with the normal operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the Company. Nothing herein shall require reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Company to disclose any information to Parent Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (Ab) From the date of this Agreement to the extent related to an Acquisition ProposalClosing, Change of RecommendationAcquiror shall, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would and shall cause Acquiror Sub to, (i) result in the disclosure give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of any trade secrets of any third partyAcquiror Sub, (ii) jeopardize any attorney-client or other legal privilege (so long permit Holdings to make such copies and inspections thereof as the Company has Holdings may reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or request and (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation cause the officers of the Company Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to confidentiality or privacy (so long the business and properties of Acquiror Sub as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, reasonably assisting under the supervision of Acquiror and cooperating Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent in and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the development execution of a post-Closing integration plan this Agreement and making available its employees at reasonable intervals)the Closing, without limitation. Notwithstanding anything to the contrary hereincontained in this Agreement, the none of Cendant, Parent, Holdings, any Transferred Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect of their respective Affiliates shall have any obligation to the information disclosed pursuant make available or provide to this Section 5.4Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent shall comply withand Holdings shall, and shall instruct Parent’s Representatives to comply withcause their representatives to, keep confidential all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company information provided by Acquiror and Acquiror Sub. Such information shall notify Parent of, and confer from time to time as reasonably requested not be used by Parent or Holdings or their representatives for any purpose other than in connection with one or more of Parent’s Representatives to discuss, any material changes or developments in analyzing the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businesstransactions contemplated hereby. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. Subject to Partner’s obligations under the Confidentiality Agreement, Xxxxxxx shall and shall cause its subsidiaries to afford to the officers, employees and authorized representatives of Partner (aincluding independent public accountants and attorneys) During the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable accessaccess during normal business hours, upon reasonable advance notice, during to the offices, properties and business hours to and financial records (Aincluding computer files, retrieval programs and similar documentation) all of the properties, books, Contracts Business and records of the Company and each of shall furnish or cause to be furnished to Partner or its Subsidiaries and (B) all other authorized representatives such additional information concerning the Company Business as shall be reasonably requested; provided, however, that Xxxxxxx shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Xxxxxxx or any of its Subsidiaries subsidiaries is subject in discharging obligations pursuant to this Section 8.1; and, provided further, however, that in no event xxxx Xxxxxxx be under any obligation to disclose any information that is subject to attorney-client or similar privilege or to waive such privilege. In the event that Xxxxxxx does not provide access or information in reliance on the final proviso of the preceding sentence, Xxxxxxx shall provide notice to Partner that such access or information is being withheld and Xxxxxxx shall use commercially reasonable efforts to communicate, to the results extent feasible, the applicable information in a way that would not violate the applicable obligation or risk waiver of operationssuch privilege. Notwithstanding foregoing, product development effortsneither Partner nor any of its officers, properties (tangible and intangibleemployees, including Intellectual Property Rights) and agents or representatives shall have access to any personnel of the Company Business or any other businesses of Xxxxxxx or its Subsidiaries as Parent may reasonably request and subsidiaries without Xxxxxxx’x prior written consent, which shall not be unreasonably withheld. Partner agrees that: (iiA) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation operations of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or Xxxxxxx and its subsidiaries; (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client all requests by Partner for access or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed availability pursuant to this Section 5.4, Parent 8.1 shall comply with, be submitted or directed exclusively to an individual to be designated by Xxxxxxx; and (C) Xxxxxxx and its Subsidiaries shall instruct Parent’s Representatives not be required to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, provide any books and confer from time to time as reasonably requested by Parent with one records or more of Parent’s Representatives to discuss, any material changes reports based thereon that they do not maintain or developments prepare in the operational matters ordinary course of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businesstheir business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all date of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing Sellers will, during ordinary business hours and upon reasonable notice (i) give the contents of Buyer and the Buyer Representatives reasonable access to all books, records, plants, offices and other facilities and properties constituting the Purchased Assets to which the Buyer is not denied access by law; (ii) permit the Buyer to make such virtual reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish the Buyer with such financial and operating data room); provided that and other information with respect to clause the Purchased Assets as the Buyer may from time to time reasonably request; (i)iv) furnish the Buyer a copy of each material report, schedule or other document filed or received by them with respect to the Purchased Assets with the SEC, MDPU, RIPUC, NHPUC, VTPSB, NRC or FERC; provided, however, that (A) any such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business Purchased Assets, (B) the Sellers shall not be required to take any action which would constitute a waiver of the Company. Nothing herein shall require attorney-client privilege and (C) the Company to disclose Sellers need not supply the Buyer with any information which the Sellers are under a legal obligation not to Parent supply. Notwithstanding anything in this Section 7.2 to the contrary, (Ai) the Sellers will only furnish or provide such access to Transferring Employee Records and personnel and medical records as is required by law, legal process or subpoena and (ii) the Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets. (b) The Buyer and Sellers acknowledge that Buyer is a Representative of U.S. Generating Company under the terms of the Confidentiality Agreement. All information furnished to or obtained by the Buyer, U.S. Generating Company and the Buyer Representatives pursuant to this Section 7.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as "Proprietary Information" (as defined in the Confidentiality Agreement). (c) For a period of ten years after the Closing Date, each party and their representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party or parties to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise that such access may reasonably be required by such party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 7.2(c). If the party or parties in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such ten-year period, such party or parties shall, prior to such disposition, give the other party or parties a reasonable opportunity at such other party's or parties' expense, to segregate and remove such books and records as such other party or parties may select. (d) The Sellers agree to use best efforts to cause XXXX not to release any Person (other than the Buyer) from any confidentiality agreement now existing with respect to the Purchased Assets, or waive or amend any provision thereof. (e) Notwithstanding the terms of the Confidentiality Agreement and Section 7.2(b) above, the parties agree that prior to the Closing the Buyer may reveal or disclose Proprietary Information to any other Persons in connection with financing, and risk management if reasonably necessary, of or with respect to the Purchased Assets, and to such Persons with whom the Buyer expects it may have business dealings regarding the Purchased Assets from and after the Closing Date, and, to the extent that Sellers consent, which consent shall not be unreasonably withheld, existing and potential customers and suppliers. The parties further agree that clause (c) of the first sentence of the second paragraph of the Confidentiality Agreement is terminated, and of no further force or effect. (f) Except as required by law, unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and terminating three years after such date the Sellers shall keep (i) all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any Person other than "Sellers' Representatives" (as defined below) who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know the Proprietary Information for such purpose and to cause those Persons to observe the terms of this Section 7.2(f) and (ii) not to use Proprietary Information for any purpose other than consistent with the terms of this Agreement. The Sellers shall continue to hold all Proprietary Information according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Sellers shall notify the Buyer of any unauthorized disclosure to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Sellers shall be responsible for any breach of the terms of this Section 7.2(f) by the Sellers or the Sellers' Representatives. After the Closing Date, in the event that the Sellers are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Proprietary Information, or any other information concerning the Purchased Assets, or the transactions contemplated hereby, the Sellers shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer to seek an appropriate protective order or other remedy, to consult with the Sellers with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 7.2(f). The Sellers agree not to oppose any action by the Buyer to obtain a protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of this Section 7.2(f), the Sellers shall furnish only that portion of the Proprietary Information which the Sellers are advised by counsel is legally required. In any such event the Sellers shall use their reasonable best efforts to ensure that all Proprietary Information and other information that is so disclosed will be accorded confidential treatment. (Bg) if such disclosure would The parties agree that the last sentence of the third paragraph of the Confidentiality Agreement shall not apply with respect to Proprietary Information that is included in the Purchased Assets. (h) The parties agree that the Confidentiality Agreement will terminate, without further act or evidence by the parties, upon consummation of the Closing. (i) result in The Sellers shall use best efforts to cause XXXX to execute appropriate written evidence of its agreement to the disclosure terms of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long this Section 7.2 insofar as the Company has reasonably cooperated with Parent in an effort to permit such inspection of Confidentiality Agreement is amended or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementsuperseded hereby. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From the Pre-date hereof through the Closing PeriodDate, (i) upon reasonable notice and subject to any limitations imposed by applicable Law, the Company shall afford Parent to Buyer and its Representatives reasonable access, upon reasonable noticeduring normal business hours, during business hours to (A) all of the its personnel, properties, books, Contracts contracts, commitments and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries business, assets, personnel and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries Tax status as Parent Buyer may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent request; provided that Buyer and its Representatives access thereto (and prior to will not disrupt the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel operations or activities of the Company, and if applicable Law limits such access, the Parties will cooperate in good faith to establish an alternative mechanism to provide the information that Buyer desires to obtain in connection with such a manner as not to unreasonably interfere with access. Notwithstanding the normal operation foregoing, (i) nothing herein will require any employee or Representative of the business Company Seller, the Company or their respective Affiliates to provide any information regarding the Business of the Company in any other format or otherwise to manipulate or reconfigure any data regarding the Business of the Company. Nothing , (ii) nothing herein shall will require the Company or their Affiliates to disclose any information provide Buyer or its Representatives with access to Parent or copies of (A) any information subject to attorney-client or attorney work product privilege or any similar protection, (B) any information the disclosure of which could reasonably be expected to violate any applicable Law or the terms of any Contract or result in the loss of protectable interests in trade secrets (provided that Company Seller will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such Contract), (C) any Tax Returns of Company Seller or any of its Affiliates (other than the Company or to the extent related to an Acquisition Proposalthe Company) and (D) any information relating to the sale process, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (except as otherwise required by the terms of this Agreementincluding financial analysis) or (B) if relating to such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or bids; and (iii) contravene nothing contained herein will permit Buyer to conduct any applicable Legal Requirementintrusive or invasive environmental sampling (including any soil, fiduciary dutysediment and groundwater sampling) without Company Seller’s consent (which may be withheld in Company Seller’s sole discretion). All requests for access will be made to such Representatives of Company Seller as Company Seller will designate, Contract who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to Closing, Buyer and Buyer’s Representatives shall not contact or in any obligation other manner communicate with customers (including clients) or suppliers of the Company in connection with respect the transactions contemplated by this Agreement without Company Seller’s consent (not to confidentiality be unreasonably withheld, conditioned or privacy (so long as the Company has reasonably cooperated with Parent delayed) and participation in an effort to permit such inspection of contact or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementcommunication. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From and after the Pre-Closing PeriodTime of Distribution, (i) the Company shall Conexant will, and will cause each Conexant Subsidiary to, afford Parent to Mindspeed and its Representatives (at Mindspeed's expense) reasonable access, access and duplicating rights during normal business hours and upon reasonable noticeadvance notice to all Information within the Conexant Group's possession or control relating to Mindspeed, during business hours to (A) all of any Mindspeed Subsidiary, any Mindspeed Asset, any Mindspeed Liability or the propertiesMindspeed Business, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company insofar as such access is reasonably required by Mindspeed or any of its Subsidiaries and the results of operationsMindspeed Subsidiary, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior subject to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementprovisions below regarding Privileged Information. (b) Subject to compliance with Applicable Legal RequirementsFrom and after the Time of Distribution, during the Pre-Closing Period, the Company shall notify Parent ofMindspeed will, and confer from time will cause each Mindspeed Subsidiary to, afford to time as reasonably requested by Parent with one Conexant and its Representatives (at Conexant's expense) reasonable access and duplicating rights during normal business hours and upon reasonable advance notice to all Information within the Mindspeed Group's possession or more of Parent’s Representatives control relating to discussConexant, any material changes Conexant Subsidiary, any Conexant Asset, any Conexant Liability or developments in the operational matters of Broadband Business, insofar as such access is reasonably required by Conexant or any Conexant Subsidiary, subject to the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessprovisions below regarding Privileged Information. (c) No Without limiting the foregoing, Information may be requested under this Article VI for audit, accounting, claims, litigation, insurance, environmental and safety and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby. In furtherance of the foregoing: (i) Each party acknowledges that (A) each of Conexant and Mindspeed (and the members of the Conexant Group and the Mindspeed Group, respectively) has or may obtain Privileged Information; (B) there are or may be a number of Actions affecting one or more of the members of the Conexant Group and the Mindspeed Group; (C) the parties may have a common legal interest in Actions, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information; and (D) each of Conexant and Mindspeed intends that the transactions contemplated by the Separation Agreements and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any potentially applicable privilege. (ii) Each of Conexant and Mindspeed agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the business of the other Group or relating to or arising in connection with the relationship between the Groups on or prior to the Time of Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which consent will not be unreasonably withheld. In the event of a disagreement between any member of the Conexant Group and any member of the Mindspeed Group concerning the reasonableness of withholding such consent, no disclosure will be made prior to a final, nonappealable resolution of such disagreement by a court of competent jurisdiction. (iii) Upon any member of the Conexant Group or any member of the Mindspeed Group receiving any subpoena or other compulsory disclosure notice from a court, other Governmental Entity or otherwise which requests disclosure of Privileged Information, in each case relating to the business of the other Group or relating to or arising in connection with the relationship between the Groups on or prior to the Time of Distribution, the recipient of the notice will promptly provide to the other party (following the notice provisions set forth herein) a copy of such notice, the intended response, and a description of all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or knowledge obtained disclosure, unless and until the disagreement is resolved as provided in Section 6.02(c)(ii), the parties will cooperate to assert all defenses to disclosure claimed by either Group, at the cost and expense of the Group claiming such defense to disclosure, and shall not disclose any investigation pursuant to this Section 5.4 shall affect disputed documents or be deemed to modify any representation, warranty, covenant, agreement or condition contained hereininformation until all legal defenses and claims of privilege have been finally determined.

Access to Information. (a) During Between the Pre-Closing Perioddate of this Agreement and the Effective Time, Seller will, during ordinary business hours and upon reasonable notice: (i) give Buyer and the Company shall afford Parent and its Buyer Representatives reasonable accessaccess to all Contracts and other documents, upon books, records, plants, offices and other facilities and properties constituting part of the Acquired Assets or Assumed Obligations, including for purposes of conducting “all appropriate inquiries” (as defined in §101(b) of CERCLA) with respect to any Site, including but not limited to Phase I environmental site assessments, but only to the extent to which Buyer is not denied access by applicable Laws or by the actions of third party Persons not under Seller’s control; (ii) permit Buyer, at Buyer’s sole risk and expense, to make such reasonable noticeinspections thereof as Buyer may reasonably request, during business hours including taking samples of materials, soil or groundwater at Buyer’s option (through appropriately qualified and insured contractors and subject to Buyer’s obligation to provide all appropriate notifications, obtain all necessary Governmental Entities’ consents, and restore any sampled location to substantially the condition existing prior to sampling; (iii) furnish Buyer with such financial and operating data and other information related to the Transferred Business or the Acquired Assets in Seller’s possession or reasonably within its control as Buyer may from time to time reasonably request to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement, provided, however, that Seller, except with respect to the 2008 Statement, will not be required to create special reports or perform any studies not created or performed in the ordinary course of business; and (iv) furnish Buyer a copy of each material report, schedule or other document filed or received by it to the extent related to the Acquired Assets with or from the FERC or the Virginia Commission, provided, however, that (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall investigation will be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner so as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition ProposalTransferred Business, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) Seller will not be required to take any action that would jeopardize the attorney-client privilege and (C) Seller need not supply Buyer with any information that Seller is under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and personnel and medical records as is allowed by applicable Laws, legal process or subpoena. Buyer may request permission to discuss specific identified matters with the Employees and Seller will allow such discussions if doing so will not unnecessarily interfere with Seller’s operations and, if such disclosure would discussions pertain to the terms and conditions of an Employee’s current employment terms and conditions with Seller, the union that represents the Employees also consents to such discussions. (b) Until the Closing, all information furnished or made available to or obtained by Buyer and Buyer Representatives pursuant to this Section 7.2 or the Related Agreements will be subject to the provisions of the Confidentiality Agreement and will be treated as “Proprietary Information” (as defined in the Confidentiality Agreement); provided, that nothing in this Section 7.2(b) shall limit the provision of information to (i) result in obtain the disclosure of any trade secrets of any third partyapprovals and consents for the transactions contemplated hereby, (ii) jeopardize any attorney-client or other legal privilege (so long as ODEC in connection with its evaluation of the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or Power Purchase Agreements and (iii) contravene any applicable Legal Requirementimplement the communications contemplated by Section 7.5 and 7.18. Following the Closing, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose all such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything related to the contrary hereinAcquired Assets, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect any, will remain subject to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all provisions of its obligations under the Confidentiality Agreement. (bc) Subject For a period of six years after the Closing Date, each party and its representatives shall have reasonable access to compliance with Applicable Legal Requirements, during all of the Pre-Closing Periodbooks and records related to the Transferred Business, the Company shall notify Parent ofAcquired Assets and the Assumed Obligations, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discussincluding all Transferring Employee Records, any material changes or developments in the operational matters possession of the Company other party to the extent that such access may reasonably be required by such party. Such access shall be afforded by the party or parties in possession of such books and each records upon receipt of its Subsidiaries reasonable advance notice and the general status during normal business hours. The party or parties exercising this right of the ongoing operations of the Business. (c) No information access shall be solely responsible for any costs or knowledge obtained in any investigation expenses incurred by it or them pursuant to this Section 5.4 7.2. If the party or parties in possession of such books and records shall affect desire to dispose of any such books and records upon or be deemed prior to modify any representationthe expiration of such six year period, warrantysuch party or parties shall, covenantprior to such disposition, agreement give the other party or condition contained hereinparties a reasonable opportunity at such other party’s or parties’ expense, to segregate and remove such books and records as such other party or parties may select.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) During the Pre-Closing Period, (i) the Company shall afford Parent Buyer and its Representatives reasonable access, upon reasonable notice, during business hours access to (A) and the right to inspect all of the Leased Real Property, properties, booksassets, premises, Books and Records, Assigned Contracts and records of other documents and data exclusively related to the Company and each of its Subsidiaries Business; and (Bb) all furnish Buyer and its Representatives with such financial, operating and other data and information concerning exclusively related to the Company Business as Buyer or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent Representatives may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room)request; provided that with respect to clause (i), any such access shall be conducted at a limited to normal business hours upon reasonable timeadvance notice to Seller, under the supervision of appropriate Seller’s personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation conduct of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract Business or any obligation other businesses of the Company with respect Seller. All requests by Buyer for access pursuant to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and 6.02 shall be submitted or directed exclusively to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, reasonably assisting Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and cooperating (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with Parent respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of the development Seller Disclosure Schedules; provided that the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) of the Seller Disclosure Schedules shall not be deemed to be a post-Closing integration plan and making available its employees at reasonable intervalscondition to Closing, nor any failure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification). Notwithstanding anything to the contrary hereinin this Agreement, Seller shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or customers of, the Company may satisfy Business, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its obligations set forth above Representatives to, abide by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result the terms of COVID-19 or any COVID-19 Measures. With the Confidentiality Agreement with respect to the any access or information disclosed provided pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement6.02. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During the Pre-Closing Period, The Sellers shall (i) the Company shall afford Parent provide Purchaser and its Representatives reasonable accesswith full access during normal business hours, upon reasonable no less than forty-eight (48) hours prior written notice, during business hours to (A) all of the propertiespersonnel, booksofficers, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operationsemployees, product development effortsagents, accountants, properties (tangible and intangibleincluding, including Intellectual Property Rightswithout limitation, for the purpose of environmental testing) and personnel facilities, of the Company or any of its Subsidiaries as Parent may reasonably request Sellers, the Business, the Purchased Assets and the books and records relating to the Business and the Purchased Assets and (ii) furnish Purchaser and its Representatives with all information and data available to Sellers or prepared in the Company shall maintain normal course of business (including, without limitation, copies of Contracts, Plans and other books and records) concerning the virtual data room established Business and operations of the Business and the Purchased Assets as Purchaser or any of such Representatives reasonably may request in connection with this Agreement and provide Parent and its Representatives access thereto such investigation. All such information shall be kept confidential in accordance with the terms of the Confidentiality Agreement, dated as of September 9, 2010 (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i“Confidentiality Agreement”), any such access shall be conducted at between Purchaser and Cerberus Capital Management, L.P. In the event of a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal conflict or Notice of Intervening Event (except as otherwise required by inconsistency between the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements Agreement and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, the terms of this Agreement will govern. (b) Subject to compliance with Applicable Legal Requirements, during Upon the Pre-Closing Periodexecution hereof, the Company provisions of the Confidentiality Agreement shall notify Parent ofremain binding and in full force, except that the Confidentiality Agreement shall not apply to any documents prepared in connection with or proceeding before or filed with, or other disclosure made to, a court, arbitration tribunal or mediation service to enforce Purchaser’s or the Sellers’ rights arising in connection with the termination of this Agreement. The information contained herein, in the Sellers’ Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. Except as otherwise provided herein, the Sellers shall and shall cause their respective Representatives to, treat after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of Law, including securities regulations) the terms of this Agreement and all nonpublic, confidential or proprietary information concerning the Business, and confer from time the Sellers shall not, and shall cause their respective Affiliates and their respective Representatives not to, use such information to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations detriment of the Business. None of the Sellers has waived, nor will it waive, any provision of any confidentiality or similar agreement that relates to any of the Business, the Purchased Assets or the Assumed Liabilities. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. Prior to Closing, Seller agrees to (a) During the Pre-Closing Period, (i) the Company shall afford Parent give or cause to be given to Buyer and its Representatives reasonable employees, advisors and other representatives such access, upon during normal business hours, to the offices, employees, properties, books and records of Seller and its Affiliates relating to the Business, the Assets and the Assumed Liabilities as Buyer may from time to time reasonably request and (b) furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the Business, the Assets and the Assumed Liabilities as Buyer may from time to time reasonably request. After the Closing Date, Buyer shall, at reasonable noticetimes, during business hours permit Seller to (A) all make reasonable examination of the properties, books, Contracts books and records of the Company Business relating to time periods ending at or prior to the Closing Date and shall permit Seller to make copies of the relevant portions of such books and records at Seller's expense, in each case to the extent necessary for Seller or its Affiliates to comply with applicable legal, tax or accounting requirements. After the Closing Date, Seller shall, at reasonable times, permit Buyer to make reasonable examination of the books and records of the Seller relating to the Business and shall permit Buyer to make copies of the relevant portions of such books and records at Buyer's expense to the extent necessary for Buyer or its Subsidiaries Affiliates to comply with applicable legal, tax or accounting requirements. In addition to the foregoing, (A) Buyer shall make available to Seller at Seller's expense (x) all documents and records of the Business for copying and inspection and (y) all Buyer personnel employed or formerly employed by the Business to interview or use as a witness, which Seller shall reasonably request for the prosecution or defense of any claim or demand arising out of or relating to any Excluded Liability or Excluded Assets of the Business or to otherwise satisfy its obligations to Buyer under Section 8.1 and (B) Seller shall make available to Buyer at Buyer's expense (x) all other information concerning documents and records relating to the Company Business for copying and inspection and (y) all Seller personnel formerly employed by the Business to interview or any of its Subsidiaries and the results of operationsuse as a witness, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may which Buyer shall reasonably request and (ii) for the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal prosecution or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure defense of any trade secrets of any third party, (ii) jeopardize any attorney-client claim or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection demand arising out of or relating to disclose such information on a basis that does not waive such privilege with respect thereto) any Assets or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of Business or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may otherwise satisfy its obligations set forth above to Seller under Section 8.2. Any use of Buyer's personnel by electronic means if physical access is not reasonably feasible Seller, or would not Seller's personnel by Buyer, for more than one half a day shall be permitted under applicable Law as charged at a result of COVID-19 or any COVID-19 Measures. With respect per diem rate equal to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters a pro rata portion of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessemployee's total compensation, plus any travel expenses. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to date hereof until the Closing Date, to the Company shall provide Parent’s outside legal counsel a customary USB containing extent permitted by Applicable Law, Seller will give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the contents offices, properties, books and records of such virtual data room); provided that with respect Seller relating to clause (i), any such access the Purchased Assets and the Assumed Liabilities. Any investigation pursuant to this Section shall be conducted at a only on reasonable time, under the supervision of appropriate personnel of the Company, advance notice during regular business hours and in such a manner as not to interfere unreasonably with the conduct of the businesses of Seller. Notwithstanding the foregoing, Buyer shall not have access to (i) personnel records of Seller relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller to risk of liability pursuant to Applicable Law or otherwise or (ii) materials subject to confidentiality agreements or designated by Seller as competitively sensitive or attorney-client privileged. (b) On and after the Closing Date and in accordance with Applicable Law, Buyer and Seller will each afford promptly to the other Party and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent necessary or useful for Buyer or Seller in connection with any audit, investigation, indemnification matter, dispute, litigation or any other reasonable business purpose relating to this Agreement or the transactions contemplated hereby. Any such access by Buyer or Seller shall be permitted only on reasonable advance notice during regular business hours and shall not unreasonably interfere with the normal operation conduct of the business of the Companyother Party. Nothing herein Notwithstanding the foregoing, neither Party shall require the Company have access to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result personnel records relating to individual performance or evaluation records, medical histories or other information which in the other Party’s good faith opinion is sensitive or the disclosure of any trade secrets which could subject such Party to risk of any third partyliability pursuant to Applicable Law or otherwise, (ii) jeopardize any materials subject to confidentiality agreements and (iii) materials designated as attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose privileged. The Party conducting such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation request shall bear all of the Company out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementforegoing. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to date hereof until the Closing Date, U S WEST shall permit AirTouch and its representatives to have full access to the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause management, facilities, suppliers, accounts, books, records (iincluding, without limitation, budgets and forecasts), any contracts and other materials of the Domestic Wireless Business reasonably requested by AirTouch or such representatives and shall make available to AirTouch and its representatives the directors, officers, employees and independent accountants (and shall use reasonable best efforts to so make available its former accountants) of the Domestic Wireless Business for interviews for the purpose of verifying the information furnished to AirTouch. Such access and availability shall be subject to existing confidentiality agreements and shall be conducted at a by AirTouch and its representatives during normal business hours, upon reasonable time, under the supervision of appropriate personnel of the Company, advance notice and in such a manner as not to interfere unreasonably interfere with the normal operation business or operations of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal Domestic Wireless Business or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementU S WEST. (b) Subject From the date hereof until the Closing Date, AirTouch shall permit U S WEST and its representatives to compliance with Applicable Legal Requirementshave reasonable access to the management, during accounts, books, records and Material Contracts of AirTouch and its Subsidiaries reasonably requested by U S WEST or such representatives in view of the Pre-Closing Periodissuance of shares of AirTouch Stock to Media (or the NV/PCS Transferee) in the Merger and shall make available to U S WEST and its representatives, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent U S WEST, the officers, employees and independent accountants of AirTouch and its Subsidiaries for interviews for the purpose of verifying the information furnished to U S WEST. Such access and availability shall be consistent generally with one the approach taken by U S WEST and AirTouch (with respect to AirTouch information) prior to the date of this Agreement, shall be subject to existing confidentiality agreements and shall be conducted by U S WEST and its representatives during normal business hours, upon reasonable advance notice and in such a manner as not to interfere unreasonably with the business or more operations of Parent’s Representatives AirTouch and its Subsidiaries. To the extent that any information requested by U S WEST pursuant to discussthis Section 6.3(b) relates to any business plans, forecasts, budgets or other forward-looking information, or to any material changes business of AirTouch or developments in the operational matters its Subsidiaries which actually or potentially competes with any businesses of the Company U S WEST or its Subsidiaries, AirTouch shall only be required to permit U S WEST'S investment bankers and each outside legal advisors to have access to such information, and such investment bankers and outside legal advisors shall not distribute, disseminate or disclose such information to U S WEST or any of its Subsidiaries and the general status of the ongoing operations of the BusinessSubsidiaries. (c) No Each of U S WEST and AirTouch agrees that it will not, and will cause each of its respective Affiliates and representatives not to, use any information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.this

Access to Information. (a) During From and after the Pre-date hereof until the earlier of the Closing Period, (i) Date or the Company shall afford Parent and termination of this Agreement in accordance with its Representatives reasonable accessterms, upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, Seller shall provide to Buyer and its authorized representatives and the Financing Sources, during normal business hours reasonable access to (A) all of the properties, books, Contracts books and records of the Company and each Group Companies (in a manner so as to not interfere with the normal business operations of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data roomGroup Company); provided that with respect to clause Seller may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, provided that Seller shall use its reasonable best efforts to obtain the consent of such third party to permit such disclosure, (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by outside counsel, constitutes a waiver of any such privilege or (iii) if the provision of access to such document (or portion thereof) or information, as reasonably determined by outside counsel, would reasonably be expected to conflict with applicable Laws. In addition, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall promptly provide Buyer and its authorized representatives and the Financing Sources via email or shared data site with true and complete copies of all financial statements, documents and other information reasonably requested by Buyer and available to Seller to the extent relating to the Group Companies. All of such information shall be treated as confidential information pursuant to the terms of the applicable Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. To the extent Seller has not made available to Buyer complete and correct copies of any written Contracts (including any Leases) (as identified in the Schedules as of the date hereof), Seller shall provide to Buyer complete and correct copies of such written Contracts (including any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel Leases) within twenty (20) calendar days of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Companydate hereof. Nothing herein shall be construed to require the Company Seller to disclose provide access to any information underlying data communicated to Parent (A) Buyer’s consultant, Xxxx & Company, Inc., pursuant to the extent related to an Acquisition ProposalClean Team Confidentiality Agreement, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required any commercially sensitive information exchanged by the terms parties’ respective legal counsel pursuant to that certain Joint Defense Agreement, dated July 19, 2017, or any personnel information made available to Buyer’s legal counsel pursuant to that certain HR Clean Team Confidentiality Agreement, which limitation of access obligations shall survive termination of this Agreement. Seller shall deliver or cause to be delivered to Buyer as promptly as practical following the date hereof (and in any event not more than three (3) or (BBusiness Days following the date hereof) if such disclosure would (i) result in the disclosure five copies of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more CDs, DVDs or USB flash drives containing copies of Parent’s Representatives all documents (in a readable format) that were uploaded to discuss, any material changes or developments the Xxxxxxx data site in connection with the operational matters purchase and sale of the Company Shares as of 5:00 p.m. Eastern Time on the date immediately preceding the date hereof. Seller shall deliver or cause to be delivered to Buyer as promptly as practical following the Closing (and each in any event not more than three (3) Business Day following the Closing) five copies of its Subsidiaries one or more CDs, DVDs or USB flash drives containing copies of all documents (in a readable format) that were uploaded for review by Xxxx & Company, Inc. in connection with the purchase and the general status sale of the ongoing operations Shares as of the BusinessClosing. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-date of this Agreement and the Closing PeriodDate, Seller will, during ordinary business hours and upon reasonable notice, (i) the Company shall afford Parent give Buyer and its Buyer’s Representatives reasonable accessaccess to the Purchased Assets to which Buyer is not denied access by Law and to which Seller has the right to grant access without the consent of any other Person (and in the case where consent of another Person is required, upon only on such terms and conditions as may be imposed by such other Person); (ii) permit Buyer to make such reasonable noticeinspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Purchased Assets as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, during business hours schedule, or other document primarily relating to the Purchased Assets filed by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall investigation will be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business Purchased Assets, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s Representatives while present on any of the Company. Nothing herein shall require Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the Company condition substantially equivalent to disclose the condition such premises were in prior to any such investigation), (C) Seller will not be required to take any action which would constitute a waiver of the attorney-client privilege, and (D) Seller need not supply Buyer with any information which Seller is under a contractual or other legal obligation not to Parent supply; provided, however, if Seller relies upon clauses (AC) or (D) as a basis for withholding information from disclosure to Buyer, to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case may be, Seller will provide Buyer with a description of the information withheld and the basis for withholding such information and will otherwise use commercially reasonable efforts to obtain a waiver of such obligation and to the extent related such waiver is not obtained, take other commercially reasonable efforts to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose provide such information on or a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect summary thereof to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)Buyer. Notwithstanding anything in this Section 7.2 to the contrary hereincontrary, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect prior to the information disclosed pursuant Closing Date, Buyer shall not have the right to this Section 5.4perform or conduct any environmental investigation, Parent shall comply withsampling or testing at, in, on, or underneath any of the Purchased Assets, including, but not limited to, any visual inspections and shall instruct Parent’s Representatives to comply with, all site visits commonly included in the scope of its obligations under the Confidentiality Agreement“Phase 1” level environmental inspections. (b) Subject The Parties hereto will, and will cause their Affiliates and Representatives to, hold in strict confidence and not use or disclose to compliance any other Person any Confidential Information. “Confidential Information” means all information in any form heretofore or hereafter obtained from the other Parties in connection with Applicable Legal Requirementseach Party’s evaluation of the Purchased Assets or the negotiation of this Agreement, during whether pertaining to financial condition, results of operations, methods of operation or otherwise, other than information which is in the Pre-Closing Periodpublic domain, or becomes in the public domain after the date hereof, through no violation of this Agreement or the Confidentiality Agreement. For purposes of this Section 7.2(b), from and after the Closing, Confidential Information regarding the Purchased Assets shall be considered Confidential Information of the Buyer. Notwithstanding the foregoing, each Party may disclose Confidential Information to the extent that such information is required to be disclosed by Law, in connection with any proceeding by or before a Governmental Entity, including any disclosure, financial or otherwise, required to comply with any SEC rules. In the event that any Party believes any such disclosure is required, such Party will give the other Parties notice thereof as promptly as possible and will cooperate with the other Parties in seeking any protective orders or other relief as the other Parties may determine to be necessary or desirable. In no event will any Party make or permit to be made any disclosure of Confidential Information other than to the extent such Party’s legal counsel has advised in writing is required by Law, and such Party will use its best efforts to assure that any Confidential Information so disclosed is protected from further disclosure to the maximum extent permitted by Law. Notwithstanding the foregoing, Buyer and Parent will be permitted to disclose such information (i) to potential debt or equity financing sources, or to advisors in any equity offering or private placement of debt or equity securities, in connection with the Financing; provided that, such financing sources and advisors agree to be bound by a customary confidentiality agreement with Parent and Buyer and (ii) in any offering memorandum or prospectus or other disclosure documents (including periodic disclosure documents), in connection with Financing or otherwise, if, in the reasonable judgment of counsel to Buyer, such disclosure is necessary to comply with applicable Law and Seller has a reasonable opportunity to review any such disclosure. If the transactions contemplated hereby are not consummated, the Company shall notify Parent ofParties will promptly return to the other Parties all copies of any Confidential Information, including any materials prepared by such Party or its Representatives incorporating or reflecting Confidential Information, and confer from time to time as reasonably requested an officer of each Party will certify in writing compliance by Parent such Party with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessforegoing. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. After the Closing, Buyer shall, and shall cause its Affiliates (aincluding the Acquired Companies) During to, preserve, in accordance with Buyer’s, or its applicable Affiliates’ standard document retention policies (but for not less than six (6) years from the PreClosing Date or such later date as may be required by applicable Law), all pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts Date books and records of the Company Acquired Companies and the Business possessed or controlled by such Person, in each case relating to Tax matters relating exclusively to the Acquired Companies during the taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of its Subsidiaries such Straddle Period ending on and (B) all other information concerning including the Company Closing Date. During such period, upon any reasonable request from Seller or any of its Subsidiaries and the results of operationsAffiliates, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company Buyer or any of its Subsidiaries as Parent may reasonably request Affiliates holding such books and records shall (i) provide to Seller or its Affiliates reasonable access to such books and records during normal business hours; provided, that such access shall not unreasonably interfere with the conduct of the business of Buyer or its Affiliates holding such books and records and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and permit Seller or its Representatives access thereto (and prior Affiliates to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents make copies of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, books and in such a manner as not to unreasonably interfere with the normal operation of the business of the Companyrecords. Nothing herein shall (A) require the Company Buyer or its Affiliates to disclose any information to Parent Seller or its Affiliates if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law, Governmental Order or any fiduciary duty (Ait being understood that Buyer and its Affiliates shall (x) use their reasonable best efforts to the extent related obtain, any appropriate and non-prejudicial waivers, and (y) use their reasonable best efforts to an Acquisition Proposalmake other appropriate arrangements (including redacting information; provided, Change of Recommendationthat Buyer and its Affiliates shall not be required to enter into joint defense agreements), Notice of Superior Proposal or Notice of Intervening Event (except as in each case, that would enable otherwise required by the terms of this Agreementdisclosure to Seller or its Affiliates to occur without so jeopardizing privilege or contravening such applicable Law, Governmental Order or fiduciary duty or agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client require Buyer or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or its Affiliates to disclose such information its Tax records (except for Tax records relating exclusively to the Acquired Companies during the taxable year or period that ends on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirementbefore the Closing Date and, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Straddle Period, the Company shall notify Parent ofportion of such Straddle Period ending on and including the Closing Date). Such books and records may be requested under this Section 8.01 for any reasonable business purpose, and confer from time including to time as the extent reasonably requested by Parent required in connection with one accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Seller or more its Affiliates or other similar purpose. Notwithstanding the foregoing, upon the expiration of Parent’s Representatives to discusssuch retention period, any material changes or developments in the operational matters of the Company and each of its Subsidiaries all such books and the general status of the ongoing operations of the Businessrecords may be destroyed by Buyer. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During the Pre-Closing Interim Period, (i) Seller shall cause the Company shall afford Parent Companies to provide Buyer and its Representatives reasonable accesswith information as to the Companies and their material operations, upon reasonable notice, during as reasonably requested by Buyer and to the extent such information is readily available or could be obtained without any material interference with the business hours to (A) all or operations of the propertiesCompanies. Notwithstanding the foregoing, booksSeller shall not be required to provide any information which Seller reasonably believes it or the Companies are prohibited from providing to Buyer by reason of applicable Law, Contracts and records which constitutes or allows access to information protected by attorney/client privilege. Buyer shall not be permitted during the Interim Period to contact any of the Company and each of its Subsidiaries and (B) all other information concerning the Company Companies’ vendors, customers or suppliers, or any of its Subsidiaries and the results of operations, product development efforts, properties Governmental Entities (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established except in connection with applications for governmental approvals in connection with this Agreement and provide Parent obtaining publicly available information) regarding the operations or legal status of the Companies without receiving prior written authorization from Seller. (b) After the Closing, Buyer will, and will cause its Representatives access thereto (to, afford to Seller, including its Representatives, reasonable access, upon reasonable prior notice and prior during normal business hours, to all books, records, files and documents to the extent they are related to the Companies in order to permit Seller to prepare and file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford Seller reasonable assistance in connection therewith. Except as otherwise provided in Section 6.15(f), Buyer will cause such records to be maintained for not less than seven years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, however, that in the event that Buyer transfers all or a portion of the business of the Companies to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.1(b). In addition, on and after the Closing Date, the Company at Seller’s request, Buyer shall make available to Seller and its Affiliates, employees, representatives and agents, those employees of Buyer requested by Seller in connection with any Proceeding, including to provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room)testimony, to be deposed, to act as witnesses and to assist counsel; provided provided, however, that with respect to clause (i), any such access to such employees shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation conduct of the business operations of Buyer. Seller shall reimburse Buyer 125% of the Company. Nothing herein shall require costs incurred by Buyer in complying with the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms provisions of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals6.1(b). Notwithstanding anything to the contrary hereinforegoing, Buyer and the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would Companies shall not be permitted under required to provide any information which Buyer reasonably believes it or the Companies are prohibited from providing to Seller by reason of applicable Law as a result of COVID-19 Law, which constitutes or any COVID-19 Measures. With respect allows access to information protected by the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementattorney/client privilege. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Seller agrees that, between the PreExecution Date and the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Section 4.4, Purchaser shall be entitled, through its officers, employees, counsel, accountants and other authorized representatives, agents and contractors (“Representatives”), to have such reasonable access to and make such reasonable investigation and examination of the books and records, properties, businesses, assets, Employees, accountants, auditors, counsel and operations of Seller as Purchaser’s Representatives may reasonably request (including for the avoidance of doubt, any attorneys or agents handling the prosecution or maintenance of the Seller Registered Intellectual Property Rights), provided, however, that Seller shall not be obligated to provide information that it is not permitted to provide under applicable Law. Any such investigations and examinations shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, including Seller’s right to have its Representatives accompany Purchaser and its Representatives upon the Leased Real Property at the time of any inspection or examination and shall be subject to restrictions under applicable Law. Pursuant to this Section 9.2, Seller shall furnish to Purchaser and its Representatives such financial, operating and property related data and other information as such Persons reasonably request. Seller shall use commercially reasonable efforts to cause its Representatives to reasonably cooperate with Purchaser and Purchaser’s Representatives in connection with such investigations and examinations, and Purchaser shall, and use its commercially reasonably efforts to cause its Representatives to, reasonably cooperate with Seller and its Representatives and shall use their reasonable efforts to minimize any disruption to the Business. Purchaser and its Representatives shall be permitted to contact, or engage in discussions or otherwise communicate with Seller’s landlords, clients, suppliers and other Persons with which Seller has material commercial dealings, provided, that Purchaser must obtain the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, to initiate such communications and give Seller the opportunity to be present therefor. (b) From and after the Closing Date, Seller shall, and shall cause its Subsidiaries to, give Purchaser and Purchaser’s Representatives reasonable access during normal business hours to the offices, facilities, properties, assets, Employees, Documents (including, without limitation, any Documents included in the Excluded Assets), personnel files and books and records of Seller pertaining to the Business. In connection with the foregoing, Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cause their respective Representatives to furnish, at Purchaser’s expense, to Purchaser such financial, technical, operating and other information pertaining to the Business as Purchaser’s Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Without limiting the generality of the foregoing, at Purchaser’s expense, Seller shall cooperate with Purchaser as may reasonably be requested by any of Purchaser or its Representatives for purposes of (i) enabling an independent accounting firm selected by Purchaser to conduct an audit of the Business, including access to Seller’s independent auditors’ working papers pertaining to the Business or the Acquired Assets including any environmental assessment; (ii) undertaking, with the consent of Seller, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets; and (iii) undertaking any study relating to Seller’s compliance with Laws; and Seller acknowledges that information or access may be requested and used for such purpose; provided, however, that the access, and related rights to investigate and examine, granted to Purchaser and its Representatives pursuant to this Agreement shall not constitute nor be construed as a waiver of any applicable legal privilege of Seller, including the attorney-client and work product privileges. (c) From and after the Closing PeriodDate until the first (1st) anniversary of the Closing Date, Purchaser shall give Seller and Seller’s Representatives reasonable access during normal business hours to the offices, facilities, properties, assets, Employees, Documents (including, without limitation, any Documents included in the Acquired Assets), personnel files and books and records of Purchaser pertaining to (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all conduct of the properties, books, Contracts and records Business or ownership of the Company and each of its Subsidiaries and (B) all other information concerning Acquired Assets prior to the Company Closing Date or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company Excluded Assets and Excluded Liabilities that are reasonable and necessary to the administration of Seller’s estate, provided however that Seller shall maintain the virtual data room established in reimburse Purchaser for ordinary and necessary out-of-pocket costs incurred by Purchaser related to such access (i.e. copying costs). In connection with this Agreement and provide Parent and the foregoing, Purchaser shall use commercially reasonable efforts to cause its Representatives access thereto to furnish to Seller such financial, technical, operating and other information pertaining to (and i) the conduct of the Business or ownership of the Acquired Assets prior to the Closing Date, or (ii) the Company Excluded Assets and Excluded Liabilities, in each case, as Seller’s Representatives shall provide Parent’s outside legal counsel a customary USB containing the contents of from time to time reasonably request and to discuss such virtual data room); provided that information with respect such Representatives. (d) No information received pursuant to clause (i), any such access an investigation made under this Section 9.2 shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not deemed to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result qualify, modify, amend or otherwise affect any representations, warranties, covenants or other agreements of Seller set forth in this Agreement or any certificate or other instrument delivered to Purchaser in connection with the disclosure of any trade secrets of any third partytransactions contemplated hereby, (ii) jeopardize any attorney-client amend or other legal privilege (so long as otherwise supplement the Company has reasonably cooperated with Parent information set forth in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or the Seller Disclosure Schedule, (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract limit or any obligation of restrict the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making remedies available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted parties under applicable Law as arising out of a result breach of COVID-19 this Agreement or any COVID-19 Measures. With respect otherwise available at Law or in equity, or (iv) limit or restrict the ability of either party to invoke or rely on the conditions to the information disclosed pursuant obligations of the parties to consummate the transactions contemplated by this Section 5.4Agreement set forth in Article X. (e) On the Execution Date, Parent Seller shall comply withprovide Purchaser with a list of all payments, filings, and shall instruct Parent’s Representatives other actions which are due to comply with, all be made or taken in connection with the prosecution and maintenance of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, Seller Registered Intellectual Property Rights during the Pre-period beginning on the date hereof and extending to the date that is three (3) months following the scheduled Closing Period, Date. Such list will be promptly updated by Seller if the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessscheduled Closing Date is postponed. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From the Predate hereof until the Closing, Seller shall, for the purpose of enabling Buyer to conduct the Post-Closing PeriodSigning Due Diligence, (ia) the Company shall afford Parent Buyer and its Representatives reasonable accessaccess to and the reasonable right to inspect, upon reasonable noticenotice and during Seller’s normal business hours, during business hours to (A) all of the Real Property, properties, booksassets, premises, Books and Records, Contracts and records other documents and data related to the Business, subject where applicable to the terms of the Company Site Access and each Indemnification Agreement dated as of June 7, 2018 between Seller and Buyer as the same may be amended or supplemented from time to time; (b) furnish Buyer and its Subsidiaries Representatives with such financial, operating and (B) all other data and information concerning related to the Company Business as Buyer or any of its Subsidiaries Representatives may reasonably request; and (c) instruct the results Representatives of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel Seller to cooperate with Buyer in its investigation of the Company or any Business. Without limiting the foregoing, Seller shall, subject to receipt of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent all required approvals of Governmental Authorities, permit Buyer and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that conduct Post-Signing Due Diligence with respect to clause (i)the environmental condition of the Real Property, any such access including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater, or surface or subsurface land on, at, in, under or from the Real Property. Any investigation pursuant to this Section 6.02(a) shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation conduct of the business Business or any other businesses of the CompanySeller. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required No investigation by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client Buyer or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above received by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law Buyer shall operate as a result of COVID-19 waiver or otherwise affect any COVID-19 Measures. With respect to the information disclosed pursuant to representation, warranty, or agreement given or made by Seller in this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject From the date hereof until the Closing, Buyer shall, for the purpose of enabling Seller to compliance conduct the Additional Seller Due Diligence, (a) furnish Seller and its Representatives with Applicable Legal Requirementssuch financial, during operating and other data and information related to the Pre-Closing Periodassets and business of Buyer as Seller or any of its Representatives may reasonably request for purposes of reviewing and evaluating Buyer’s financial condition, the Company shall notify Parent offinancial risks of the transactions contemplated by this Agreement, and confer from time the proposed Debt Financing; and (b) instruct the Representatives of Buyer to time cooperate with Seller in its due diligence investigation with respect to Buyer. Any investigation pursuant to this Section 6.02(b) shall be conducted in such manner as reasonably requested not to interfere unreasonably with the conduct of any businesses of Buyer. Except as provided in Section 6.22 and Section 8.07(b), no investigation by Parent with one Seller or more of Parent’s Representatives to discussother information received by Seller shall operate as a waiver or otherwise affect any representation, any material changes warranty, or developments agreement given or made by Buyer in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessthis Agreement. (c) No At the earliest practicable time, Seller shall use commercially reasonable efforts to provide Buyer with the information noted on Exhibit A and reasonable follow- up requests with respect thereto. (d) Prior to receipt of RCA Approval, the parties shall take initial steps to assess necessary integration planning, including those set forth on Section 6.02(d) of the Disclosure Schedules. Following receipt of RCA Approval, the parties shall work together to coordinate and finalize integration planning so as to enable Buyer to operate the Purchased Assets on the Closing Date, including taking the actions set forth on Section 6.02(d)(ii) of the Disclosure Schedules. In connection with such integration planning, Seller and Buyer shall, to the extent appropriate, develop a plan for the transition of customers of the Business to Buyer in accordance with a plan intended to mitigate to the extent reasonably possible any impact or knowledge obtained cost to Seller’s customers and comply with all RCA requirements, including coordination of timing of initial notification of customers, inclusion of materials in any investigation pursuant Seller’s pre-Closing invoices relating to this Section 5.4 shall affect or be deemed to modify any representationcustomer cut-over process, warrantycustomer data conversion process, covenant, agreement or condition contained hereinand sharing of meter and other technical information.

Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) During After the Pre-Closing PeriodEffective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Vontier for specific and identified Information: (i) that (x) relates to Vontier or the Vontier Business, as the case may be, prior to the Effective Time or (y) is necessary for Vontier to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Fortive and/or Vontier are parties, Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Vontier has a reasonable need for such originals) in the possession or control of Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vontier; provided that, to the extent any originals are delivered to Vontier pursuant to this Agreement or the Ancillary Agreements, Vontier shall, at its own expense, return them to Fortive within a reasonable time after the need to retain such originals has ceased; provided, further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided, further that, in the event that Fortive, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Fortive shall not be obligated to provide such Information requested by Vontier; (ii) that (x) is required by Vontier with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Vontier (including under applicable securities laws) by a Governmental Entity having jurisdiction over Vontier, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Vontier has a reasonable need for such originals) in the possession or control of Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vontier; provided that, to the extent any originals are delivered to Vontier pursuant to this Agreement or the Ancillary Agreements, Vontier shall, at its own expense, return them to Fortive within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event that Fortive, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Fortive shall not be obligated to provide such Information requested by Vontier; or (b) After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Fortive for specific and identified Information: (i) that (x) relates to matters prior to the Effective Time, (y) is necessary for Fortive to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Fortive and/or Vontier are parties or (z) is requested by Fortive in connection with its consideration of the timing or manner in which it will effect the Subsequent Disposition or the Remaining Disposition, Vontier shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Fortive has a reasonable need for such originals) in the possession or control of Vontier or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Fortive; provided that, to the extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, Fortive shall, at its own expense, return them to Vontier within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Vontier shall not be obligated to provide such Information requested by Fortive. (ii) that (x) is required by Fortive with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Fortive (including under applicable securities laws) by a Governmental Entity having jurisdiction over Fortive, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Vontier shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Fortive has a reasonable need for such originals) in the possession or control of Vontier or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Fortive; provided that, to the extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, Fortive shall, at its own expense, return them to Vontier within a reasonable time after the need to retain such originals has ceased. (c) Each of Fortive and Vontier shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with the provisions of this Agreement. (d) Without limiting the generality of the foregoing, until the first Vontier fiscal year end occurring during the year in which the Distribution occurs (and for a reasonable period of time afterwards as required for each of Fortive and Vontier to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), each of Fortive and Vontier shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable (i) the Company shall afford Parent other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its Representatives reasonable accessinternal control over financial reporting in accordance with Items 307 and 308, upon reasonable noticerespectively, during business hours to (A) all of Regulation S-K promulgated under the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws. (e) On the Distribution Date, Vontier shall maintain deliver to Fortive an electronic copy of any and all databases in the virtual data room possession of any member of the Vontier Group that exist as of such date and were established in connection with this Agreement and provide Parent and its Representatives access thereto (and at or prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect Effective Time to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) retain records relating to the extent related to an Acquisition Proposalorganizational structure, Change of Recommendation, Notice of Superior Proposal business or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the BusinessVontier Business or as otherwise may be requested by Fortive. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-date of this Agreement and the Closing PeriodDate, Seller shall: (i) the Company shall afford Parent use its Commercially Reasonable Efforts to give Buyer and its Representatives reasonable accessRepresentatives, during ordinary business hours and upon reasonable notice, during business hours reasonable access to all books, records, plans, offices and other facilities and properties included in the Purchased Assets; (ii) furnish Buyer with such financial and operating data and other information in the possession of Seller with respect to the Purchased Assets as Buyer may from time to time reasonably request; and (iii) furnish Buyer with all such other information in the possession of Seller as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) all any such inspections and investigations shall be conducted in such manner as not to interfere unreasonably with the operation of the propertiesPurchased Assets, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or Seller shall not be required to take any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel action which would constitute a waiver of the Company attorney-client or other privilege, (C) Seller need not supply Buyer with any of its Subsidiaries as Parent may reasonably request information which Seller is under a legal or contractual obligation not to supply and (iiD) Seller shall not be required to supply Buyer with any information with respect to the Company shall maintain Jointly Owned Stations to which Seller is not entitled pursuant to the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to the contrary, prior to the Closing Date, Buyer shall not have the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect right to clause (i)perform or conduct, or cause to be performed or conducted, any such access shall be conducted at a reasonable timeenvironmental sampling or testing at, under the supervision of appropriate personnel of the Companyin, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose on or underneath any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementJointly Owned Station. (b) Subject All information furnished to compliance or obtained by Buyer and Buyer's Representatives pursuant to this Section 6.1 shall be Proprietary Information and shall be kept confidential in accordance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters terms of the Company and each Confidentiality Agreement. Nothing in this Section 6.1 is intended to or shall be deemed to amend, supplement or otherwise modify the obligations of Buyer, its Subsidiaries and Representatives or its Affiliates under the general status Confidentiality Agreement, all of the ongoing operations which remain in effect until termination of the Businesssuch agreement in accordance with its terms. (c) No information For a period of seven (7) years from and after the Closing Date, each Party and its Representatives shall have reasonable access to all of the books and records of the Purchased Assets in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or knowledge obtained the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets or the Excluded Assets. Such access shall be afforded by the Party in possession of any investigation such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to this Section 5.4 6.1(c). If the Party in possession of such books and records shall affect desire to dispose of any books and records upon or prior to the expiration of such seven-year period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at such other Party's cost and expense, to segregate and remove such books and records as such other Party may select. (d) Buyer shall not, prior to the Closing Date, contact any customer, vendor, supplier or employee of, or any other Person having business dealings with, Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby or by any Additional Agreement, without the prior written consent of Seller, which consent shall not be deemed to modify any representation, warranty, covenant, agreement unreasonably withheld or condition contained hereindelayed.

Access to Information. (a) During the Pre-Closing Interim Period, subject to the terms of the Confidentiality Agreement, which shall each remain in full force and effect in accordance with their terms, the Acquired Companies shall provide the Buyer and its Representatives with access to information regarding the Acquired Companies and their material operations, in each case, as reasonably requested by the Buyer (but solely to the extent such information is readily available or could be readily obtained without any material interference with the business or operations of, or cost to, the Sellers or the Acquired Companies), in each case, other than information (i) that a Seller reasonably believes such Seller or the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior Acquired Companies are prohibited from providing to the Closing DateBuyer by reason of applicable Law (provided, however, that such Seller or the Company Acquired Companies, as applicable, shall provide Parent’s outside legal counsel a customary USB containing the contents use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access not in violation of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third partyLaw), (ii) jeopardize any that constitutes or allows access to information protected by a Seller’s or the Acquired Companies’ attorney-client or other legal privilege (so long provided, however, that such Seller or the Acquired Companies, as the Company has reasonably cooperated with Parent in an effort applicable, shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access not in violation of any such inspection of Law or to disclose such information on a basis that does not waive such privilege with respect theretoduty) or (iii) contravene that a Seller or the Acquired Companies are required to keep confidential or to prevent access to by reason of any applicable Legal RequirementContract with a third party (provided, fiduciary dutyhowever, Contract that such Seller or the Acquired Companies, as applicable, shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access not in violation of any obligation such Contract); provided, however, that such access (x) shall be conducted at the Buyer’s expense, during normal business hours and under the supervision of personnel of the Company with respect to confidentiality or privacy Acquired Companies, (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that y) does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, disrupt the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration normal operations of the Company Acquired Companies and its Subsidiaries (z) shall comply with Parent and Parent’s Subsidiaries (includingall applicable Laws, at including those regarding the request exchange of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)competitively sensitive information. Notwithstanding anything to the contrary contained herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would Buyer shall not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time Interim Period to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, contact any material changes or developments in the operational matters of the Company and each of its Subsidiaries and Acquired Companies’ employees, customers or suppliers regarding the general operations or legal status of the ongoing operations Acquired Companies without receiving prior written consent from the Acquired Companies, and the Buyer shall not have the right to conduct any environmental testing, sampling or analysis (including any soil, water, groundwater, surface water or air testing, sampling or analysis) at, on, under or from any Real Property; provided that the foregoing sentence shall not limit any obligations of the Business. (c) No information Sellers or knowledge obtained in any investigation rights of the Buyer pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein6.20.

Access to Information. (a) During Between the Pre-date of this Agreement and the Closing PeriodDate, Seller shall: (i) the Company shall afford Parent give Buyer and its Representatives reasonable accessRepresentatives, during normal business hours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties in the possession of Seller included in the Purchased Assets (it being understood that Seller shall have the right to have a Representative present at all times during any such access); (ii) furnish Buyer with such financial and operating data and other information in the possession of Seller with respect to the Purchased Assets or the Business as Buyer may from time to time reasonably request; and (iii) furnish Buyer with all such other information in the possession of Seller and provide such other cooperation as shall be reasonably necessary to enable Buyer, at its request, to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access or requests shall be conducted in such manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege, and (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply if Seller so notifies Buyer. Seller shall only furnish or provide such access to Employee personnel records and files to the extent permitted by applicable Law and to the extent that such records and files pertain to the following: (i) skill and development training; (ii) seniority histories; (iii) salary and benefit information; (iv) Occupational Safety and Health Administration reports; and (v) active medical restriction forms. (b) All information furnished to or obtained by Buyer and Buyer's Representatives pursuant to this Section 6.2 shall be Proprietary Information and shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Nothing in this Section 6.2 is intended to or shall be deemed to amend, supplement or otherwise modify the obligations of Buyer, its Representatives or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (c) For a period of seven (7) years from and after the Closing Date, each Party and its Representatives shall have reasonable access during normal business hours to (A) all of the properties, books, Contracts books and records of the Company and each of its Subsidiaries and (B) all other information concerning Purchased Assets or the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangibleBusiness, including Intellectual Property Rights) and personnel all Transferred Employee Records, in the possession of the Company or any of its Subsidiaries as Parent other Party to the extent that such access may reasonably request and (ii) the Company shall maintain the virtual data room established be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the ownership, lease, maintenance or operation of the Purchased Assets, the Business or the Excluded Assets. Such access shall be afforded by the Party in possession of any such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this Agreement right of access shall be solely responsible for any costs or expenses incurred by it or any out-of-pocket costs of the other Party with respect to such access pursuant to this Section 6.2(c). If the Party in possession of such books and provide Parent records shall desire to dispose of any books and its Representatives records upon or prior to the expiration of such seven-year period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at such other Party's cost and expense, to segregate and remove such books and records as such other Party may select. Buyer's right of examination and access thereto pending the Closing with respect to environmental matters relating to the Purchased Assets shall in no event include physical testing of or collection of samples from the Real Property or the Purchased Assets except as otherwise provided herein, it being understood that the provisions set forth in (and e) below shall be Buyer's sole rights relating thereto. (d) Except as otherwise provided in Section 6.18, Buyer shall not, prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that contact any customer, vendor, supplier of, or director, officer, partner, member or employee of, or any other Person having business dealings with, Seller or its Affiliates with respect to clause (i)any aspect of the Business or Purchased Assets or the transactions contemplated hereby or by any Additional Agreement, including any Governmental Authority, without the prior consent of Seller; provided, that Buyer may request from a Governmental Authority information which is publicly available. Notwithstanding the foregoing, Seller shall work with Buyer to prepare statements that Buyer or Seller may provide in response to inquiries from any such access Person having business dealings with Seller or its Affiliates, with respect to the Business or Purchased Assets or transactions contemplated hereby or by any Additional Agreement. Except as otherwise provided herein, prior to Closing, Buyer shall be conducted at a reasonable time, under the supervision of appropriate personnel not investigate or inquire as to any matter with any Governmental Authority having jurisdiction over any aspect of the CompanyBusiness or Purchased Assets, unless and in such a manner as until the written consent of Seller (not to be unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (Awithheld or delayed) to the extent related making of such investigation or inquiry, has been received by Buyer and after consultation with Seller as to an Acquisition Proposalthe scope and manner of the investigation or inquiry. (e) Without limiting any other provision of this Section 6.2, Change with respect to the Real Property, the scope of Recommendationwork to be conducted by the Environmental Consultant shall include such reviews, Notice analysis, site visits and sampling as are sufficient, in the case of Superior Proposal Phase I, to meet the requirements of ASTM 1527-05 and the scope attached hereto as Schedule 6.02(e)(i), and a Phase II consistent with the scope attached hereto as Schedule 6.02(e)(ii) covering the areas and issues as reasonably recommended by the Environmental Consultant after the Phase I. The Parties agree that the scope of the Phase II Site assessment may be expanded upon the mutual agreement of Buyer and Seller if Buyer reasonably concludes there may be a material Liability after its due diligence investigation, and if requested within thirty (30) days from the date the results of the Phase I assessment are provided to Buyer. Any reports or Notice studies completed by the Environmental Consultant in connection with this Section 6.2(e) shall be addressed to both the Buyer and the Seller; provided, however, that in no event shall Buyer be able to instruct or otherwise direct the Environmental Consultant. Notwithstanding anything in this Agreement to the contrary, the costs, fees and expenses of Intervening Event (the Environmental Consultant in performance of the Phase I and Phase II Environmental Site Assessments contemplated in this Section 6.2(e) shall be borne by Seller. The Phase II review shall not commence before the filing by the Buyer of the applications and materials contemplated in Section 6.6 with the VSCC, except as otherwise required agreed by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementSeller. (bf) Subject to compliance with Applicable Legal RequirementsAll communications and consultations contemplated by Sections 6.2(a), during 6.4 and 6.5 shall take place between the Pre-Closing Periodrespective designated Representatives of Seller and Buyer, the Company shall notify Parent of, and confer as may be designated from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments Seller and Buyer in the operational matters of the Company manner contemplated by Section 10.6. Seller's initial designated Representatives shall be Xxxxxxx X. Xxxxxxxxx and each of its Subsidiaries and the general status of the ongoing operations of the BusinessBuyer's initial designated Representatives shall be Xxxxxx X. Xxxxxxxx. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. Except as otherwise provided in this Article VII, upon reasonable request by DSC, CWSG shall (i) make its Chief Executive Officer, Chief Financial Officer and/or Controller available to discuss with DSC and its representatives CWSG's operations, (ii) shall provide DSC with written information which is (a) During similar to the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other written information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established that DSC reviewed in connection with this Agreement Agreement, and provide Parent (b) related to CWSG's business condition, operations and its Representatives access thereto prospects; and (and prior iii) make available to DSC the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents minutes of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel meetings of the Company, and in such a manner as not to unreasonably interfere with the normal operation Board of the business Directors of the Company. Nothing herein shall require the Company to disclose any information to Parent CWSG (A) except to the extent related that such minutes relate to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms consideration of this Agreement) transaction or (B) if such disclosure would (i) result in any Competing Transaction, or contain communications of CWSG's legal counsel regarding CWSG's rights and obligations under this Agreement or the disclosure of any trade secrets of any third partytransactions contemplated hereby, (ii) jeopardize any or contain matters covered by confidentiality agreements or the attorney-client privilege, or other legal privilege (so long as which contain attorney's work product). No examination or review conducted under this Section shall constitute a waiver or relinquishment on the Company has reasonably cooperated with Parent in an effort to permit such inspection part of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation DSC of the Company with respect right to confidentiality rely upon the representations and warranties made by CWSG herein; provided, that DSC shall disclose to CWSG any fact or privacy (so long as the Company has reasonably cooperated with Parent circumstance it may discover which DSC believes renders any representation or warranty made by CWSG hereunder incorrect in an effort to permit such inspection of any respect. Any examination or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed review conducted pursuant to this Section 5.47.3 shall be at the sole cost and expense of the party conducting or requesting the examination or review. DSC covenants and agrees that it, Parent shall comply withthe DSC Subsidiaries and its representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning CWSG so obtained (except to the extent that such documents or information are a matter of public record or require disclosure in the Proxy Statement and Prospectus or any of the public information of any applications required to be filed with any Governmental Entity to obtain the approvals and consents required to effect the transactions contemplated hereby), and if the transactions contemplated herein are not consummated, such confidence shall instruct Parent’s Representatives be maintained and all such documents shall be returned to comply with, all of its obligations under the Confidentiality AgreementCWSG. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Subject to applicable law, the Pre-Closing Period, (i) the Company shall afford Parent Seller and its Representatives counsel shall use their reasonable access, upon best efforts to ensure that the Buyer and its advisors shall have reasonable notice, access during normal business hours to (A) all the Assets for the purposes of consummating the Asset Purchase and effectuating the transition services, including, but not limited to, access to such information as is specified in Exhibit A to the Transition Services Agreement. The Seller and its counsel shall also use their reasonable best efforts to permit the Buyer on prior notice to contact any key contracting parties under the GMC Contract, the Healthy Families Contract, or any provider agreements to be transferred and assigned as part of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementAssets. (b) The Parties hereto acknowledge that Buyer and the Seller have previously executed a Confidentiality Agreement, dated as of March 9, 2004 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms except as expressly modified by this Agreement. (c) Subject to compliance with Applicable Legal Requirementsapplicable law, during from the Pre-Closing Perioddate hereof until the Closing, each of the Company Seller and the Buyer shall notify Parent of, confer on a regular and confer from time to time as reasonably requested by Parent frequent basis with one or more representatives of Parent’s Representatives the other Party to discuss, any discuss and report material changes or developments in the operational matters of the Company and each of its Subsidiaries Seller and the general status of the ongoing operations of and other matters related to the BusinessAssets and the Asset Purchase. (cd) No information or knowledge obtained in any investigation pursuant to this Section 5.4 7.2 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the transactions contemplated hereby. Either Party may supplement or amend its disclosure schedule to reflect information obtained pursuant to this Section 7.2; provided, however, that, if the disclosure pursuant to such supplement or amendment would constitute a basis pursuant to Section 6.2(b) or Section 6.3(b), as the case may be, under which the Seller or the Buyer would have the right to not consummate the Asset Purchase and the transactions contemplated hereby, then the Seller or the Buyer, as the case may be, may terminate this Agreement prior to the Closing. Notwithstanding any other provision hereof, if the Closing occurs, any such supplement or amendment of a Party’s disclosure schedule will be effective to cure and correct for all purposes any breach of any representation, warranty, covenant, agreement or condition contained hereincovenant which would have existed by reason of a Party’s not having made such supplement or amendment.

Access to Information. (a) During the Pre-Closing Period, (i) upon reasonable advance notice, Seller shall, and shall cause the Company shall Acquired Companies to, afford Parent Buyer and its Representatives authorized representatives (including legal counsel and independent accountants) reasonable access, upon reasonable notice, access during normal business hours (except to the extent such access is restricted under the National Industrial Security Program or other similar legal or regulatory restrictions) to: (Aa) all of the real property, properties, booksassets, premises, books and records, Contracts and records of other documents and data related to the Company and each of its Subsidiaries Acquired Companies; and (Bb) all such financial, operating and other data and information concerning related to the Company Acquired Companies as Buyer or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent authorized representatives may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Daterequest; provided, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided however, that with respect to clause (i), any such access investigation shall be conducted at a upon reasonable time, advance notice to Seller under the supervision of appropriate Seller’s personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation operations of the business Acquired Companies. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to such individuals as Seller shall designate in writing from time to time. All representatives of Buyer and anyone acting on its behalf shall comply with all of Seller’s and the CompanyAcquired Companies’ security and other policies, procedures and regulations applicable to access to their respective premises, facilities, equipment, contractors, data and other materials, information and personnel. Nothing herein Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Acquired Company shall require the Company be required to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) Buyer if such disclosure would: (x) jeopardize any attorney-client privilege; or (y) contravene any Legal Requirement (provided, however, that, in each case, Seller shall use commercially reasonable efforts to communicate the applicable information to Buyer in a way that would (i) result in not violate the disclosure of any trade secrets of any third party, (ii) applicable Legal Requirements or jeopardize any attorney-client or other legal privilege (so long as privilege). Prior to the Company has reasonably cooperated with Parent in an effort Closing, without the prior written consent of Seller, which shall not be unreasonably withheld but such consent shall be subject to permit such inspection the mutual agreement of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company Seller and Buyer with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection timing of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4contact, Buyer shall not contact any suppliers to, or customers, executives or employees of, the Company agrees toAcquired Companies regarding the Acquired Companies or the Contemplated Transactions, and to cause its Subsidiaries toexcept, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (includingin each case, at the request of Parent from time to time, reasonably assisting and cooperating with Parent for any contacts in the development ordinary course of a post-Closing integration plan business and making available its employees at reasonable intervals). Notwithstanding anything unrelated to the contrary hereinContemplated Transactions. Buyer shall have no right to perform invasive or subsurface investigations of real property, without the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would prior written permission of Seller, which shall not be permitted under applicable Law as a result of COVID-19 unreasonably withheld, conditioned or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementdelayed. (b) Subject Following the Closing, Seller shall promptly, but in any event, within 30 days after the Closing, deliver, or cause to compliance with Applicable Legal Requirementsbe delivered, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one a hard drive or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters other digital storage device containing a copy of the Company documents and each of its Subsidiaries and the general status information uploaded to Data Room, as it existed as of the ongoing operations of the BusinessClosing. (c) No information or knowledge obtained Buyer shall, and shall cause its authorized representatives to, abide by the terms of the Confidentiality Agreement by and between Seller and SES S.A., dated November 25, 2021 (the “Confidentiality Agreement”); provided, however, that the Confidentiality Agreement shall remain in any investigation pursuant full force and effect and, if the Closing occurs, then the Confidentiality Agreement shall terminate effective as of the Closing. (d) The Parties shall cooperate in good faith to, as soon as practicable after the date of this Agreement, agree upon a communication and integration plan with respect to this Section 5.4 shall affect or be deemed to modify any representationthe executives, warrantyemployees, covenant, agreement or condition contained hereincustomers and suppliers of the Acquired Companies.

Access to Information. (a) During From the Pre-Closing Perioddate hereof to and through the Closing, Sellers shall give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access (i) the Company shall afford Parent during normal business hours and its Representatives reasonable access, upon reasonable notice) to the offices, during business hours to (A) all of the properties, booksofficers, Contracts employees, accountants, auditors, counsel and other representatives, books and records of the Company and each of its Subsidiaries subsidiaries, will furnish to Buyer, its counsel, financial advisors, auditors and (B) all other authorized representatives such financial, operating and property related data and other information concerning as such persons may request, and will instruct the Company or any Company's and its subsidiaries' employees, counsel and financial advisors to cooperate with Buyer in its investigation of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel business of the Company and the subsidiaries including, without limitation, in connection with Buyer's obtaining title reports, surveys, environmental reports and similar reports or studies with respect to the Leased Real Estate, and will exercise all reasonable efforts to obtain from landlords such estoppel certificates as Buyer may request; provided that no investigation pursuant to this Section 5.2 shall affect any of its Subsidiaries representation or warranty given by the Company hereunder. Without limiting the foregoing, the access and information to be afforded to Buyer pursuant to the immediately preceding sentence shall include all such access and information as Parent may reasonably request be necessary or desirable from time to time to enable Buyer (i) to determine promptly whether the termination rights referred to in Section 12.1(i) will be or are available to Buyer and (ii) to review and consider the Company shall maintain Estimated Adjustments and the virtual data room established bases therefor. Information obtained in connection accordance with this Agreement paragraph (a) shall be held in confidence in accordance with the Confidentiality Agreement. (b) From the Closing Date through the date the Bankruptcy Cases are closed, Buyer shall give to the Seller's Representative, its counsel, financial advisors, auditors and provide Parent other authorized representatives full access (during normal business hours and upon reasonable notice) to the books and records of the Business to the extent such books and records relate to pre-Closing periods, and will furnish to Seller's Representative, its Representatives access thereto counsel, financial advisors, auditors and other authorized representatives such financial, operating and property-related data and other information relating to the Business, and relating solely to pre-Closing periods, as may be necessary for administration of the Bankruptcy Cases. Information obtained in accordance with this paragraph (and prior b) shall be held in confidence in accordance with the Confidentiality Agreement. (c) From the date hereof to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect deliver to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.Buyer:

Access to Information. (a) During Between the Pre-date of this Agreement and the Closing PeriodDate, Seller will, subject to the Confidentiality Agreement, during ordinary business hours and upon reasonable notice (i) the Company shall afford Parent give Buyer and its Representatives representatives reasonable access, upon reasonable notice, during business hours to access (A) to all books, records, plants, offices and other facilities and properties constituting the Auctioned Assets, including for the purpose of observing the operation by Seller of the properties, books, Contracts and records of the Company and each of its Subsidiaries Auctioned Assets and (B) all other information concerning to the Company Auctioned Assets that are not located at the Generating Plants or any of its Subsidiaries Gas Turbines and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel to applicable employees of the Company or any Seller, in each case for the purpose of its Subsidiaries as Parent may reasonably request and preparing to store spare parts after the Closing, (ii) the Company shall maintain the virtual permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request, (iii) furnish Buyer with such financial and operating data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that other information with respect to clause the Auctioned Assets as Buyer may from time to time reasonably request, (i)iv) furnish Buyer upon request a copy of each material report, schedule or other document with respect to the Auctioned Assets filed by Seller with, or received by Seller from, the PSC or FERC; provided, however, that (A) any such access activities shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition ProposalAuctioned Assets, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure Seller shall not be required to take any action which would (i) result in constitute a waiver of the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client privilege and (C) Seller need not supply Buyer with (1) any information or other access which Seller is under a legal privilege obligation not to supply or (so long as 2) any information which Seller has previously supplied to Buyer. Notwithstanding anything in this Section 7.02 to the Company has reasonably cooperated with Parent in an effort contrary, (I) Seller will not be required to permit such inspection of or to disclose provide such information on a basis that does or access to any employee records other than Transferring Employee Records, (II) Buyer shall not waive have the right to perform or conduct any environmental sampling or testing at, in, on, around or underneath the Auctioned Assets and (III) Seller shall not be required to provide such privilege with respect thereto) access or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company information with respect to confidentiality any Retained Asset or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementRetained Liabilities. (b) Subject Unless otherwise agreed to compliance with Applicable Legal Requirementsin writing by Buyer, during Seller shall, for a period commencing on the Pre-Closing PeriodDate and terminating three years after the Closing Date, the Company keep confidential and shall notify Parent of, and confer from time cause its representatives to time keep confidential all Confidential Information (as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments defined in the operational matters Confidentiality Agreement) on the terms set forth in the Confidentiality Agreement. Except as contemplated by the following sentence, Seller shall not release any person from any confidentiality agreement now existing with respect solely to the Auctioned Assets or waive or amend any provision thereof. After the Closing Date, upon reasonable request of Buyer, Seller shall, to the Company and each of its Subsidiaries maximum extent permitted by law and the general status applicable Bidder Confidentiality Agreement (as defined below), appoint Buyer to be Seller's representative and agent in respect of confidential information relating to the ongoing operations Auctioned Assets under the confidentiality agreements ("Bidder Confidentiality Agreements") between Seller and prospective purchasers of certain generation assets of Seller of which the BusinessAuctioned Assets form part. (c) No From and after the Closing Date, Buyer shall retain all Operating Records (whether in electronic form or otherwise) relating to the Auctioned Assets on or prior to the Closing Date. Buyer also agrees that, from and after the Closing Date, Seller shall have the right, upon reasonable request to Buyer, to receive from Buyer copies of any Operating Records or other information in Buyer's possession relating to the Auctioned Assets on or knowledge obtained prior to the Closing Date and required by Seller in any investigation pursuant order to this Section 5.4 comply with applicable law. Seller shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained hereinreimburse Buyer for its reasonable costs and expenses incurred in connection with the foregoing sentence.

Access to Information. (a) During After the Pre-Agreement Date and until the Closing, at Buyer’s request and upon reasonable prior notice to Seller, Buyer shall have reasonable access (at Buyer’s sole cost and expense) during Seller’s normal business hours to, and Seller shall cause its officers and employees to furnish to Buyer, the files of Seller relating to the Retail Business, not constituting Proprietary Information of Seller or its Affiliates. Buyer acknowledges that following the Agreement Date, Seller may have limited resources to assist Buyer in identifying and obtaining such additional information. Seller reserves the right to establish procedures for such access (including prohibitions on copying) in a manner reasonably necessary to comply with confidentiality provisions or other limitations on disclosure that are binding on Seller and/or its Affiliates. (b) On and after the Closing PeriodDate, Buyer shall have access to copies of (i) all Contracts (including amendments thereto) in Seller’s possession (including SENY Contracts); and (ii) credit files, customer files, other non-proprietary or confidential corporate records related to the Company Acquired Assets, and personnel records with respect to Hired Employees subject to obtaining any consents and releases with respect thereto or as otherwise required under Applicable Law (“Acquired Records”); provided, that Seller is permitted to retain SENY documents that are not related to the Retail Business, and such documents are not Acquired Records. Within thirty (30) days after the Closing Date, Seller shall afford Parent and deliver to Buyer all original copies of Contracts in its Representatives reasonable accesspossession, upon reasonable noticeas well as the Contracts or Acquired Records. Buyer agrees that Seller may retain copies of any Acquired Records it reasonably needs to fulfill its obligations under this Agreement or the Administration Agreement, during business hours or related to (A) all of its obligations under Applicable Law or the properties, books, Contracts and records of the Company and each winding-down of its Subsidiaries and business. (Bc) all other information concerning For a period equal to the Company or any later of its Subsidiaries and (i) two (2) years following the results of operationsClosing Date, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain expiration or termination of the virtual data room established in connection with this Agreement and provide Parent and its Representatives Administration Agreement, Buyer grants to Seller reasonable access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents books and records of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) SENY to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise that such access may be reasonably required by the terms of this Agreement) or (B) if such disclosure would (i) result Seller, including access required in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort order for Seller to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy meet its obligations set forth above by electronic means if physical regarding access is not reasonably feasible or would not be permitted to information under applicable Law Section 5.2(c) of that certain Stock Purchase Agreement, dated as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4September 28, Parent shall comply with2001, between Seller and shall instruct Parent’s Representatives to comply withNiagara Mohawk Holdings, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.Inc.

Access to Information. (a) During The Seller shall permit, and shall cause the Pre-Closing PeriodSelling Subsidiaries and the Acquired Companies to permit, the Buyer and its representatives, after the date of this Agreement until the Closing, to have reasonable access, during regular business hours and upon reasonable advance notice, to (i) the Company shall afford Parent Leased Real Property and the Kitchener Facility (in each case, subject to the Seller’s right to have its Representatives representatives accompany the Buyer’s representatives and subject to other reasonable access, upon reasonable notice, during business hours to (A) all rules and regulations of the propertiesSeller), booksincluding the right to perform reasonable “Phase I” environmental site assessments; provided, Contracts however, that the Buyer shall not be permitted to perform any “Phase II” environmental site assessments or other testing, sampling or investigations without the Seller’s prior written consent, which consent shall be granted in the Seller’s sole discretion, (ii) the offices, facilities, properties and the financial, accounting and other books and records of the Company Seller and the Selling Subsidiaries (in each of its Subsidiaries case, relating to the Business) and the Acquired Companies and (Biii) all other information concerning the Company or any appropriate management personnel of its the Seller, the Selling Subsidiaries and the results Acquired Companies and the accountants, auditors and agents thereof. The Seller shall provide a copy to the Buyer of operationsall financial, product development effortsaccounting and other books and records of the Seller, properties the Selling Subsidiaries (tangible and intangible, including Intellectual Property Rightsin each case related to the Business) and personnel of the Company Acquired Companies reasonably requested by the Buyer. It is expressly understood by the Parties that, notwithstanding the provisions of this Section 7.2(a), the Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, environmental reviews, the written work plan for which had not been previously approved by the Seller in its Subsidiaries as Parent may reasonably request and sole discretion, or possible waivers of any applicable attorney-client privileges or (ii) in the Company event the Buyer is in material breach of this Agreement. It is further understood that the Seller shall maintain be under no obligation to grant the virtual data room established in connection with this Agreement and provide Parent and Buyer or its Representatives representatives any access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any if such access shall be conducted at a reasonable timewould, under the supervision of appropriate personnel of the Companycircumstances, and in such a manner as not to unreasonably materially interfere with the normal operation Seller’s or its Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition ProposalSeller, Change of Recommendation, Notice of Superior Proposal violate applicable antitrust or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measuressimilar Laws. With respect to any parties with which the information disclosed pursuant to this Section 5.4, Parent shall comply withSeller or any Acquired Company has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates the Seller, any Acquired Company, the Business, the Leased Real Property or the Kitchener Facility, the Buyer shall instruct Parentnot make any independent inquiry with respect to the Seller, any Acquired Company, the Business, the Leased Real Property or the Kitchener Facility without the Seller’s Representatives prior consent and, to comply withthe extent the Seller consents thereto, all of its obligations under such inquiries shall be conducted jointly by the Confidentiality AgreementSeller and the Buyer. (b) Subject All information provided or obtained pursuant to compliance with Applicable Legal Requirementsclause (a) above shall be held by the Buyer in accordance with, during and subject to the Pre-Closing Period, the Company shall notify Parent terms of, and confer from time shall constitute “Evaluation Material” under, the Confidentiality Agreement, dated April 15, 2009, between the Buyer and the Seller (the “Confidentiality Agreement”). The Parties hereby agree that, notwithstanding anything to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments the contrary contained in the operational matters of Confidentiality Agreement, the Company Confidentiality Agreement shall survive from the date hereof until the Closing, and each of its Subsidiaries and if the general status of Closing shall occur the ongoing operations of Confidentiality Agreement will terminate at the BusinessClosing. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-date of this Agreement and the Closing PeriodDate, Sellers will (i) the Company shall afford Parent during ordinary business hours and upon reasonable notice, give Buyer and its Representatives reasonable accessaccess to all books, upon reasonable noticerecords, during business hours plans, offices and other facilities and properties constituting the Purchased Assets or the Assumed Liabilities; (ii) furnish Buyer with such financial and operating data and other information with respect to the Purchased Assets or the Assumed Liabilities as Buyer may from time to time reasonably request; and (iii) furnish Buyer with a copy of each material report, schedule, or other document filed or received by each Seller with the SEC, FERC, PaPUC, or other Governmental Authority with respect to the Purchased Assets or the Assumed Liabilities; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Sellers contained in this Agreement; provided, however, that (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access inspections and investigations shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business Purchased Assets, (B) Sellers shall not be required to take any action which would constitute a waiver of the Company. Nothing herein shall require the Company to disclose attorney-client or other privilege, and (C) Sellers need not supply Buyer with any information which Sellers are under a legal or contractual obligation not to Parent supply. Notwithstanding anything in this Section 6.2 to the contrary, prior to the Closing Date, Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets (except for such environmental sampling or testing as Buyer may reasonably deem necessary to investigate (i) the validity of any claims, actions, proceedings or investigations instigated by any Governmental Authority on or after the date hereof with respect to any alleged violation of Environmental Laws or (ii) any other environmental condition arising or occurring on or after the date hereof which Buyer reasonably believes may constitute a violation of Environmental Laws) and Sellers will only furnish or provide such access to employee personnel records and files to the extent that such records and files pertain to the following: (i) skill and development training; (ii) seniority histories; (iii) salary and benefit information; (iv) Occupational, Safety and Health Administration reports; (v) active medical restriction forms; and (vi) disciplinary and attendance histories. (b) All information furnished to or obtained by Buyer and Buyer's Representatives pursuant to this Section 6.2 shall be Proprietary Information. Each Party shall, and shall cause its Representatives to, (a) keep all Proprietary Information of the other Party confidential and not disclose or reveal any such Proprietary Information to any Person other than such Party's Representatives and (b) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information solely related to the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of the Parties under this Section 6.2(b) shall be in full force and effect for three (3) years from the date hereof and will survive the termination of this Agreement, the discharge of all other obligations owed by the Parties to each other and the Closing of the transactions contemplated by this Agreement. (c) For a period of seven (7) years after the Closing Date, each Party and its Representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to this Section 6.2(c). If the Party in possession of such books and records shall desire to dispose of any books and records upon or prior to the expiration of such seven-year period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's expense, to segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, the Parties agree that prior to the Closing, Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing of its purchase of the Purchased Assets (provided that such Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement). (e) Notwithstanding the terms of Section 6.2(b) above, any Party may provide Proprietary Information of the other Parties to the PaPUC, the SEC, the FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Sellers' Required Regulatory Approvals or Buyer's Required Regulatory Approvals, respectively, or to comply generally with any relevant Laws. The disclosing Party will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Parties as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information. (f) Except as specifically provided herein or in the Confidentiality Agreement, nothing in this Section shall impair or modify any of the rights or obligations of Buyer or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (g) Except as may be permitted in the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of Sellers or their Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby, without the prior written consent of Sellers, which consent shall not be unreasonably withheld. (h) A committee comprised of one Representative designated by Sellers and one Representative designated by Buyer, and such additional Representatives as may be appointed by the Representatives originally appointed to such committee (the "Transition Committee") will be established, -------------------- as soon after the execution of this Agreement as is practicable, to examine the business issues affecting the Purchased Assets, including the operations thereof, giving emphasis to cooperation between Buyer and Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of Sellers and Buyer. (i) The Parties agree that between the date hereof and the Closing Date, at the sole responsibility and expense of Buyer, Sellers will permit designated Representatives ("Observers") of Buyer to regularly observe, --------- in the presence of personnel of Sellers and at Buyer's reasonable discretion, all operations of Sellers that relate specifically to the Purchased Assets, and the operation thereof, and to observe material discussions with third parties relating specifically to the Purchased Assets; provided, however, that -------- ------- (A) any such observations shall be conducted in such a manner as not to interfere unreasonably with the extent related operation of the Purchased Assets, (B) Buyer shall not be entitled to an Acquisition Proposalobserve any discussions between any Seller and its legal counsel or accountants and shall not otherwise be entitled to observe any activities or discussions which may constitute a waiver of the attorney-client or other privilege, Change of Recommendationand (C) Sellers need not permit the Observers to observe or participate in discussions concerning any information which Sellers are under a legal or contractual obligation not to disclose. The Observers may recommend or suggest that actions be taken or not be taken by Sellers; provided, Notice of Superior Proposal however, that Sellers will be under no obligation to -------- ------- follow any such recommendations or Notice of Intervening Event suggestions (except as otherwise required by to remain in compliance with Sellers' obligations pursuant to Section 6.1 hereof) and that Sellers shall be entitled, subject to the terms of this Agreement) , to conduct their business in accordance with their own judgment and discretion. The Observers shall have no authority to bind or (B) if such disclosure would (i) result in the disclosure make agreements on behalf of any trade secrets Sellers, to conduct discussions with or make representations to third parties on behalf of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of Sellers or to disclose such information on a basis that does not waive such privilege with respect thereto) issue instructions to or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract direct or exercise authority over Sellers or any obligation of the Company with respect to confidentiality their respective officers, employees, advisors or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementagents. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From the Pre-Closing Perioddate of this Agreement until the Closing, (i) the Company shall afford Parent Delta will, and will cause its Subsidiaries to, give Newco and its Representatives reasonable accessaccess to the Transferred DPP Books and Records and to such personnel, upon reasonable noticeTransferred Business Plan trustees, during business hours to (A) all offices and other facilities and properties of the properties, books, Contracts Transferred DPP Companies and records their Subsidiaries and to furnish such other information in respect of the Company and each operation of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries DPP Business and the results of operations, product development efforts, properties (tangible ownership and intangible, including Intellectual leasehold interest in the Real Property Rights) and personnel of the Company or any of its Subsidiaries as Parent Newco may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Daterequest; provided, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided however, that with respect to clause (i), ) any such access shall be conducted at a reasonable time, under upon reasonable advance notice to Delta, consistent with applicable Law, and in accordance with the supervision of appropriate personnel of the Company, reasonable procedures established by Delta and in such a manner as not to interfere unreasonably interfere with the normal operation of any business conducted by any Transferred DPP Company or its Subsidiaries, (ii) any such access or information request shall not involve conducting a Phase 2 environmental assessment or other similar invasive sampling, investigation or work of any kind, and (iii) neither Delta nor any of its Subsidiaries or any of their respective Affiliates shall be required to violate any Law or obligation of confidentiality to which Delta or any of its Subsidiaries or any of their respective Affiliates is subject in discharging its obligations under this Section 7.2, and (iv) if Transferred DPP Books and Records cannot be disclosed without the business consent of the Company. Nothing herein a Business Employee, neither Delta nor any of its Subsidiaries or any of their respective Affiliates shall require the Company be required to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) seek consent from such Business Employee or (B) if provide access to the Transferred DPP Books and Records without such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose consent. All such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation and access shall be subject to the terms and conditions of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)Confidentiality Agreement. Notwithstanding anything to the contrary hereinin this Agreement, neither Delta nor its Subsidiaries (including the Company may satisfy Transferred DPP Companies) shall be required to disclose to JLL Holdco or its obligations set forth above Representatives any information (i) related to the Transaction Process or Delta’s or its Representatives’ evaluation thereof including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the DPP Business without being primarily prepared for the Transaction Process or to the extent prepared in response to requests by electronic means JLL Holdco after the date hereof, (ii) if physical access is not reasonably feasible doing so presents a reasonable risk of violating any Contract or would not be permitted under applicable Law as a result of COVID-19 to which Delta or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status is a party or to which it is subject or which it believes in good faith could result in a loss of the ongoing operations ability to successfully assert a claim of Privilege (provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information in a manner which would not (in the good faith belief of Delta (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause such Privilege to be undermined with respect to such information), (iii) if Delta or any of its Subsidiaries, on the one hand, and JLL Holdco or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, (iv) if Delta or any of its Subsidiaries reasonably determines in good faith that such information is competitively sensitive to any of the BusinessExcluded Businesses or (v) related to the Taxes of any Person other than the Transferred DPP Companies and their Subsidiaries. Notwithstanding the foregoing, Delta and its Subsidiaries shall not be required to provide any such information to the extent it relates solely to the Excluded Businesses, the Excluded Assets or the Retained Liabilities. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. From the date of this Agreement until the Initial Closing, subject to the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Seller will allow the Purchaser and its Representatives, and potential financing sources, at the Purchaser’s sole expense and in accordance with the procedures to be agreed upon by the parties, access through an Authorized Seller Representative and upon reasonable notice and during normal working hours to (a) During such materials and information about the Pre-Closing PeriodBusiness as the Purchaser may reasonably request, and (b) specified members of management of the Business as the parties may reasonably agree. Notwithstanding the foregoing, the Purchaser expressly acknowledges and agrees that (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all any period of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangibleregulatory review, including Intellectual Property Rights) pursuant to applicable Antitrust Laws, access to materials and personnel of information about the Company or any of its Subsidiaries Business will be limited as Parent may reasonably request required by applicable Law and Orders; and (ii) it will not, and will cause its Affiliates to not, contact or otherwise communicate with, either orally or in writing, any employee, officer, director, distributor, partner, customer or supplier of the Company Business (including, for such purpose, any employee of the Acquired Companies or the Seller Group who provides any service to the Business) without the prior written consent of the Seller, which consent may be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to the Contemplated Transactions with distributors, partners, customers or suppliers of the Business shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and take place prior to the Initial Closing Date, the Company Seller shall provide Parent’s outside legal counsel be entitled to have a customary USB containing representative present in all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the contents of such virtual data room); provided that with respect to clause (i), any such access granted under this Section 5.2 shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business Business or the other businesses of the CompanySeller and its Affiliates. Nothing herein The investigation contemplated by this Section 5.2 shall require not affect or otherwise diminish or obviate in any respect, or affect the Company Purchaser’s right to disclose rely upon, any information to Parent (A) to of the extent related to an Acquisition Proposalrepresentations, Change warranties or covenants of Recommendation, Notice the Seller or the indemnification rights of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of Purchaser contained in this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary hereinin this Agreement, neither the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or Seller nor any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any applicable Laws or Orders and counsel has so advised the Confidentiality AgreementSeller or its Affiliates in writing, it being understood that the Seller shall use Reasonable Efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not jeopardize attorney-client privilege or contravene any applicable Laws. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Upon reasonable notice and subject to applicable laws relating to the Pre-Closing Periodexchange of information, (i) Seller shall, and shall cause the Company shall Seller Group to, afford Parent to the officers, employees, accountants, counsel, consultants and its Representatives other representatives of Buyer, reasonable access, upon reasonable notice, during normal business hours to (A) all of during the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and period prior to the Closing Date, the Company shall provide Parent’s outside legal to all Acquired Assets, including Acquired Facilities, books, contracts, commitments, records, officers, employees, accountants, counsel a customary USB containing the contents and other representatives of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel member of the CompanySeller Group and, and in during such a manner as not period, it shall make available to unreasonably interfere with Buyer all information concerning the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4Business, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary hereinJoint Ventures, the Company Acquired Assets, or Proceedings, or Claims or Losses relating thereto, as Buyer may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measuresrequest ("Access Rights"). With respect to the information disclosed pursuant Joint Ventures, Seller shall request that the Joint Ventures provide Access Rights to this Section 5.4Buyer; provided, Parent -------- however, that Seller shall comply withnot be liable for the failure of any of the Joint ------- Ventures to afford Buyer such Access Rights. Such Access Rights shall include, without limitation, the performance by Buyer, at Buyer's expense, of any inspections, testings, investigations, and groundwater and soil sampling or other review of the physical condition of the Acquired Facilities as may be deemed necessary by Buyer. During the period of such access, Buyer and its consultants or other representatives shall instruct Parent’s Representatives not unreasonably interfere with the ongoing operation of the Business. Upon request of Buyer, Seller shall also use commercially reasonable efforts to comply with, all of its obligations under request that the Confidentiality AgreementJoint Ventures grant Access Rights to Buyer. (b) Subject Buyer shall take reasonable steps to compliance with Applicable Legal Requirementsavoid and minimize any disruption of the Acquired Facilities through the exercise of its Access Rights. Buyer shall indemnify and hold Seller harmless from and against any and all loss, during cost, claim or expense arising out of the Pre-Closing Periodexercise of its Access Rights at the Acquired Facilities. In the event Buyer performs an environmental or endangered species site assessment as part of the inspection of the Acquired Facilities, the Company Seller shall notify Parent be afforded at least two (2) Business Days' prior notice of, and confer from time the right to time as reasonably requested by Parent be present and/or collect split samples during any activity on the Acquired Facilities in connection with one or more such assessment. Promptly after Buyer's receipt thereof, Buyer agrees to furnish Seller with a copy of Parent’s Representatives any analytical results and shall permit Seller to discuss, comment upon the consultant's report prior to finalization and shall provide Seller with any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessfinal report. (c) No information investigation by Buyer or knowledge obtained in any investigation pursuant to this Section 5.4 its representatives shall affect the representations, warranties, covenants or be deemed to modify any representation, warranty, covenant, agreement or condition contained hereinagreements of Seller set forth in this Agreement.

Access to Information. (a) During the Pre-Closing PeriodAfter Closing, (i) the Company shall afford Parent Buyer will, and will cause its Representatives to, at no cost to Buyer or its Representatives, afford to Seller, including its Representatives, on reasonable accessnotice and at reasonable times, upon reasonable notice, during business hours access to (A) all of the properties, books, Contracts records, files and records of documents related to the Company Business in order to permit Seller to prepare and each of file its Subsidiaries Tax Returns and (B) all to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other information concerning investigation and defend any Proceedings relating to or involving Seller or the Company or any of Business for which Seller may be responsible, to discharge its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with obligations under this Agreement and provide Parent the other Related Documents to which it is a party and its Representatives access thereto for other reasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (7) years from the Closing Date and prior will not dispose of such records without first offering in writing to deliver them to Seller; provided, however, that in the event that Buyer transfers all or a portion of the Business to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, the Company at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room)testimony, to be deposed, to act as witnesses and to assist counsel; provided that with respect to clause provided, however, that (i), any ) such access to such employees shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation conduct of the business operations of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, Buyer and (ii) jeopardize any attorneySeller shall reimburse Buyer for the out-client or other legal privilege (so long as of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the Company has reasonably cooperated with Parent in an effort to permit such inspection application of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect theretoSection 6.1(d). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of documents or information furnished by Buyer or obtained by Seller or its obligations under the Confidentiality AgreementRepresentatives hereunder shall be subject to Section 6.1(d). (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During the Pre-Closing Period, (i) Sellers shall, and shall cause the Company shall afford Parent Acquired Companies to, use commercially reasonable efforts to provide Buyer and its Representatives with reasonable access, upon reasonable notice, during business hours access to (Ai) all of the Acquired Companies’ properties, booksassets, Contracts books and records, (ii) all senior management of the Acquired Companies and (iii) any other information relating solely to the business, properties, assets, books and records and personnel of the Company and each of its Subsidiaries and (B) all other information concerning the Company Acquired Companies as Buyer or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent Representatives may reasonably request request. All access and (iiinvestigation pursuant to this ‎Section 5.2(a) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be (A) conducted at a during normal business hours upon reasonable timeadvance notice to Sellers, under the supervision of appropriate personnel of the Company, and (B) conducted in such a manner as not to unreasonably interfere with the normal operation operations of the business of Acquired Companies, (C) coordinated through the Company. Nothing herein ’s chief executive officer or designee thereof and (D) conducted at Buyer’s sole cost and expense, and Sellers shall require have the Company right to disclose have one or more of their Representatives present at all times during any information to Parent (A) to the extent related to an Acquisition Proposalvisits, Change of Recommendationexaminations, Notice of Superior Proposal discussions or Notice of Intervening Event (except as otherwise required contacts contemplated by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto‎Section 5.2(a). Subject to Applicable Legal Requirements and this Section 5.4During the Pre-Closing Period, the Company agrees Sellers shall, and shall cause the Acquired Companies to, and use commercially reasonable efforts to cause its Subsidiaries toemployees, reasonably assist counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent to facilitate the post-Closing integration Buyer in its investigation of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)Acquired Companies. Notwithstanding anything to the contrary contained herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the neither Sellers nor any Acquired Company shall notify Parent ofbe required to provide access or disclose information where such access or disclosure would, in Sellers’ reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of Sellers or any Acquired Company or (2)(x) conflict with any Law or Order applicable to Sellers or any Acquired Company or the assets, or operation of the business, of Sellers or any Acquired Company or (y) materially breach any Contract (with respect to the obligations placed therein on the applicable Acquired Company) to which an Acquired Company is party or by which any of the Acquired Companies’ assets or properties are bound; provided, however, that, in such instances, Sellers shall inform Buyer of the general nature of the information being withheld and, upon Buyer’s request and at Bxxxx’s sole cost and expense, reasonably cooperate with Buyer to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses ‎(1) or ‎(2). Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, without the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed), (x) Buyer shall not, and confer from time to time as reasonably requested by Parent with one shall cause its Affiliates and its Representatives not to, contact any vendor, supplier or more customer of Parent’s Representatives to discussan Acquired Company regarding the business, any material changes operations, or developments in the operational matters prospects of the Company Acquired Companies or this Agreement or the transactions contemplated hereby, and each of its Subsidiaries and the general status (y) Buyer shall have no right to perform invasive or subsurface investigations of the ongoing operations properties or facilities of the Businessany Acquired Company. (cb) No Buyer will hold any information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein‎Section 5.2(a) in confidence in accordance with the Confidentiality Agreement.

Access to Information. (a) During the Pre-Closing Period, (i) the Company The Seller shall afford Parent and its Representatives to the Purchaser reasonable access, upon reasonable notice, notice during normal business hours during the period prior to (A) the Closing, to all of the properties, books, Contracts and records of the Company Seller and each of its Subsidiaries and related to the IM Business (Bincluding, to the extent permitted by applicable Law, personnel records of the IM Employees) all other and, during such period shall furnish promptly to the Purchaser, at the Purchaser’s expense, any information concerning the Company or any of its Subsidiaries and IM Business as the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent Purchaser may reasonably request and (ii) request; provided, however, that such access shall, in all cases, be subject to confidentiality obligations that the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior Seller Entities have to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that third parties with respect to clause (i)records, any documents and information, and provided such access does not unreasonably disrupt the normal operations of the IM Business. All such information and documents obtained by the Purchaser shall be conducted at a reasonable time, under subject to the supervision of appropriate personnel terms of the CompanyConfidentiality Agreement. The Seller shall have no obligation to disclose, and in such a manner as not neither Parent nor the Purchaser shall disclose, to unreasonably interfere with any Representative of Parent or the normal operation of the business of the Company. Nothing herein shall require the Company to disclose Purchaser any confidential information to Parent (A) relating to the extent related Seller Entities, the IM Business Entities or the IM Business unless such Representative shall have agreed in writing to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required be bound by the terms of this Agreement) or (B) if the Confidentiality Agreement and such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything writing shall have been delivered to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementSeller. (b) Subject The Purchaser shall afford to compliance with Applicable Legal Requirementsthe Seller reasonable access, upon reasonable notice during normal business hours during the period following the Closing, to all the properties, books, Contracts and records of the IM Business Entities, and, during such period shall furnish promptly to the Pre-Closing PeriodSeller, at the Company shall notify Parent ofSeller’s expense, any information concerning the IM Business as the Seller may reasonably request, in each case in order to permit the Seller Entities to satisfy financial reporting obligations and comply with applicable Law; provided, however, that such access shall, in all cases, be subject to confidentiality obligations that the IM Business Entities have to third parties with respect to records, documents and information, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discussprovided, any material changes or developments in further, that such access does not unreasonably disrupt the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing normal operations of the IM Business. (c) No . The Seller shall, and shall cause the other Seller Entities to, keep confidential and not use for any purpose for one year all non-public information or knowledge obtained in any investigation received pursuant to this Section 5.4 4.04(b) regarding the IM Business, subject to the use by the Seller contemplated by the preceding sentence and except as contemplated by the Transaction Document; provided that such confidentiality obligations shall affect or not apply to any information that becomes public without breach of such obligations by the Seller, any information that is received by the Seller Entities from a third party not known by the Seller Entities to be deemed bound by a confidentiality obligation to modify the IM Business Entities, and any representation, warranty, covenant, agreement or condition contained hereininformation that is independently developed by the Seller Entities.

Access to Information. (a) During Following the Pre-Closing PeriodClosing, (i) the Company shall afford Parent Buyer and its Representatives Affiliates shall permit, to the extent permitted by Applicable Law, Seller and its authorized representatives, to have reasonable accessaccess to information regarding the Business relating to periods up to and including the Closing which is reasonably requested by Seller, upon provided, however, that any such investigation shall be conducted, to the extent practicable, after reasonable notice, notice and during normal business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate Buyer’s personnel of the Company, and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and shall not to interfere unreasonably interfere with the normal operation operations of the business Business or the other businesses of the Company. Nothing herein Buyer and provided, further, that Buyer shall require the Company not be required to disclose any information to Parent (A) furnish or make available such books, records or data to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if that such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any applicable attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementprivileges. (b) Subject Following the Closing, Seller and its Affiliates shall permit, to compliance with the extent permitted by Applicable Legal RequirementsLaw, during Buyer and its authorized representatives, to have reasonable access to information regarding the Pre-Business relating to periods up to and including the Closing Period, the Company shall notify Parent of, and confer from time to time as which is reasonably requested by Parent with one or more Buyer, provided, however, that any such investigation shall be conducted, to the extent practicable, after reasonable notice and during normal business hours under the supervision of ParentSeller’s Representatives personnel and in such a manner as to discuss, any material changes or developments in maintain the operational matters confidentiality of the Company and each of its Subsidiaries this Agreement and the general status of transactions contemplated hereby and shall not interfere unreasonably Seller’s business operations and provided, further, that Seller shall not be required to furnish or make available such books, records or data to the ongoing operations of the Businessextent that such disclosure would jeopardize applicable attorney-client privileges. (c) No In connection with the Specified Lawsuit, Buyer and Seller will: (1) co-operate with each other and preserve and maintain all reasonably available documents and electronic information relating to the Business; (2) permit each other, and their authorized representatives, reasonable access to such documents and electronic information for purposes relating to the Specified Lawsuit, and; (3) make such documents and electronic information available for inspection, copying and presentation in the Specified Lawsuit, provided that appropriate protections are in place to preserve the confidentiality of such documents and electronic information. (d) All information concerning the Business furnished or knowledge obtained in any investigation pursuant provided by Seller or its Affiliates to Buyer or its representatives (whether furnished before or after the date of this Section 5.4 Agreement) shall affect or be deemed held subject to modify any representationthe mutual confidentiality agreement between Seller and Buyer, warrantydated as of June 13, covenant, agreement or condition contained herein2007 (the “Confidentiality Agreement” ).

Access to Information. (a) During From the Predate hereof until the Closing, Seller shall, for the purpose of enabling Buyer to conduct the Post-Closing PeriodSigning Due Diligence, (ia) the Company shall afford Parent Buyer and its Representatives reasonable accessaccess to and the reasonable right to inspect, upon reasonable noticenotice and during Seller’s normal business hours, during business hours to (A) all of the Real Property, properties, booksassets, premises, Books and Records, Contracts and records other documents and data related to the Business, subject where applicable to the terms of the Company Site Access and each Indemnification Agreement dated as of June 7, 2018 between Seller and Buyer as the same may be amended or supplemented from time to time; (b) xxxxxxx Xxxxx and its Subsidiaries Representatives with such financial, operating and (B) all other data and information concerning related to the Company Business as Buyer or any of its Subsidiaries Representatives may reasonably request; and (c) instruct the results Representatives of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel Seller to cooperate with Buyer in its investigation of the Company or any Business. Without limiting the foregoing, Seller shall, subject to receipt of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent all required approvals of Governmental Authorities, permit Buyer and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that conduct Post-Signing Due Diligence with respect to clause (i)the environmental condition of the Real Property, any such access including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater, or surface or subsurface land on, at, in, under or from the Real Property. Any investigation pursuant to this Section 6.02(a) shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation conduct of the business Business or any other businesses of the CompanySeller. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required No investigation by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client Buyer or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above received by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law Buyer shall operate as a result of COVID-19 waiver or otherwise affect any COVID-19 Measures. With respect to the information disclosed pursuant to representation, warranty, or agreement given or made by Seller in this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject From the date hereof until the Closing, Buyer shall, for the purpose of enabling Seller to compliance conduct the Additional Seller Due Diligence, (a) furnish Seller and its Representatives with Applicable Legal Requirementssuch financial, during operating and other data and information related to the Pre-Closing Periodassets and business of Buyer as Seller or any of its Representatives may reasonably request for purposes of reviewing and evaluating Buyer’s financial condition, the Company shall notify Parent offinancial risks of the transactions contemplated by this Agreement, and confer from time the proposed Debt Financing; and (c) instruct the Representatives of Buyer to time cooperate with Seller in its due diligence investigation with respect to Buyer. Any investigation pursuant to this Section 6.02(b) shall be conducted in such manner as reasonably requested not to interfere unreasonably with the conduct of any businesses of Buyer. Except as provided in Section 6.22 and Section 8.07(a), no investigation by Parent with one Seller or more of Parent’s Representatives to discussother information received by Seller shall operate as a waiver or otherwise affect any representation, any material changes warranty, or developments agreement given or made by Buyer in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessthis Agreement. (c) No At the earliest practicable time, Seller shall use commercially reasonable efforts to provide Buyer with the information or knowledge obtained in any investigation pursuant noted on the Exhibit of Additional Buyer Due Diligence and reasonable follow-up requests with respect thereto. (d) Prior to this receipt of RCA Approval, the parties shall take initial steps to assess necessary integration planning, including those set forth on Section 5.4 6.02(c)(i) of the Disclosure Schedules. Following receipt of RCA Approval, the parties shall affect or be deemed work together to modify any representationcoordinate and finalize integration planning so as to enable Buyer to operate the Purchased Assets on the Closing Date, warranty, covenant, agreement or condition contained herein.including taking the actions set forth on

Access to Information. (a) During the Pre-Closing Period, (i) the Company Seller shall afford Parent and its Representatives to Purchaser reasonable access, upon reasonable noticenotice during normal business hours and in a manner that does not unreasonably interfere with the operation of the Business, consistent with applicable Law and in accordance with the procedures established by Seller, during business hours the period prior to (A) all of the Closing, to the properties, books, Contracts Contracts, records and records personnel of Seller and its Subsidiaries to the extent related to the Business to facilitate the completion of the Company Transaction and each all other transactions contemplated by the Transaction Documents; provided that (i) neither Seller nor any of its Subsidiaries and (B) all other information concerning the Company Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Subsidiaries Affiliates may be subject in discharging their obligations pursuant to this Section 5.4 and (ii) other than personnel files described in Section 2.4(g), Seller shall not make available any personnel files of Business Employees and any other current or former employees of Seller and its Affiliates who have provided services to the results Business; provided that nothing in this Agreement shall limit any of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company Purchaser’s or any of its Subsidiaries as Parent may reasonably request and Affiliates’ rights of discovery. (iib) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior Purchaser agrees that any investigation undertaken pursuant to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access granted under Section 5.4(a) shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business Business, and none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation employees of the Company with respect to confidentiality Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)delayed. Notwithstanding anything to the contrary hereinin this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information where, upon the Company may satisfy its obligations set forth above by electronic means if physical advice of counsel, such access is not reasonably feasible or disclosure would not be permitted under applicable Law as a result of COVID-19 jeopardize attorney-client privilege or contravene any COVID-19 Measures. With respect Laws, provided that to the extent information disclosed is withheld pursuant to this Section 5.4sentence, Parent Seller shall comply with, so inform Purchaser and use commercially reasonable efforts to provide Purchaser with access to such information in a manner that would not reasonably be expected to result in the loss of any such privilege or the contravention of any such Laws; provided that nothing in this Agreement shall instruct Parentlimit any of Purchaser’s Representatives to comply with, all or any of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more Affiliates’ rights of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessdiscovery. (c) No At and after the Closing, Purchaser shall, and shall cause its Affiliates to, afford Seller, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, and in a manner that does not unreasonably interfere with the operation of the Business, consistent with applicable Law and in accordance with the reasonable procedures established by Purchaser, reasonable access to the properties, books, Contracts, records and employees of the Business to the extent that such access may be reasonably requested by Seller in connection with the preparation of financial statements, taxes, reporting obligations and compliance with applicable Laws. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, such access or knowledge obtained in disclosure would jeopardize attorney-client privilege or contravene any investigation Laws, provided that to the extent information is withheld pursuant to this Section 5.4 sentence, Purchaser shall affect so inform Seller and use commercially reasonable efforts to provide Seller with access to such information in a manner that would not reasonably be expected to result in the loss of any such privilege or the contravention of any such Laws provided that nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ rights of discovery. (d) Purchaser agrees to hold all the books and records of the Business existing on the Closing Date (to the extent provided to Purchaser) and not to destroy or dispose of any thereof for a period of time as provided for in Purchaser’s document retention policies or such longer time as may be deemed required by Law. Notwithstanding the foregoing, Purchaser may dispose of such books and records during such period of time if such books and records are first offered in writing to modify any representation, warranty, covenant, agreement or condition contained hereinSeller and not accepted by Seller within thirty (30) days of such offer.

Access to Information. (a) During Between the Pre-date of this Agreement and the Closing PeriodDate, Seller will, at reasonable times and upon reasonable notice: (i) the Company shall afford Parent give Buyer and its Representatives reasonable access, upon reasonable notice, during business hours access to (A) its managerial personnel and to all of the properties, books, Contracts records, plans, equipment, offices and records of other facilities and properties constituting the Company Purchased Assets; (ii) furnish Buyer with such financial and each of its Subsidiaries operating data and (B) all other information concerning with respect to the Company Purchased Assets as Buyer may from time to time reasonably request, and permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request a copy of each material report, schedule or other document filed by Seller or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that Affiliates with respect to clause the Purchased Assets with the SEC, FERC, MPSC, PaPUC, PaDEP, or any other Governmental Authority; and (i)iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access inspections and investigations shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business Purchased Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the Companyattorney-client privilege, and (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply. Nothing herein Notwithstanding anything in this Section 6.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee, nor shall require Buyer have the Company right to administer to any of Seller's employees any skills, aptitudes, psychological profile, or other employment related test. Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets. (b) Each Party shall, and shall use its best efforts to cause its Representatives to, (i) keep all Proprietary Information of the other Party confidential and not to disclose or reveal any information such Proprietary Information to Parent any person other 42 than such Party's Representatives and (Aii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information to the extent related to an Acquisition Proposal, Change the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of Recommendation, Notice of Superior Proposal or Notice of Intervening Event the Parties under this Section 6.2(b) shall be in full force and effect for three (except as otherwise required by 3) years from the terms date hereof and will survive the termination of this Agreement) or (B) if such disclosure would (i) result in , the disclosure discharge of any trade secrets of any third party, (ii) jeopardize any attorney-client or all other legal privilege (so long as obligations owed by the Company has reasonably cooperated with Parent in an effort Parties to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation each other and the closing of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and transactions contemplated by this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information For a period of seven (7) years after the Closing Date (or knowledge obtained such longer period as may be required by applicable law or Section 6.8(g)), each Party and its Representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any investigation such books and records upon receipt of reasonable advance written notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to this Section 5.4 6.2(c). If the Party in possession of such books and records shall affect desire to dispose of any books and records upon or prior to the expiration of such seven-year period (or any such longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's reasonable expense, to segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, the Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing of its purchase of the Purchased Assets or any equity participation in Buyer's purchase of the Purchased Assets (provided that such Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement). (e) Upon the other Party's prior written approval (which will not be unreasonably withheld or delayed), either Party may provide Proprietary Information of the other Party to the PaPUC, the MPSC, the SEC, the FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Seller's Required Regulatory Approvals, or Buyer Required Regulatory Approvals, respectively, or to comply 43 generally with any relevant law or regulation. The disclosing Party will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Party as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information. (f) Except as specifically provided herein or in the Confidentiality Agreement, nothing in this Section shall impair or modify any of the rights or obligations of Buyer or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (g) Except as may be permitted in the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld. (i) Buyer shall be entitled to inspect, in accordance with this Section 6.2(h), all of the Purchased Assets located adjacent to any Point of Interconnection (as defined in the Interconnection Agreement), as shown in Schedule A to the Interconnection Agreement, to verify and/or determine the accuracy of the data, drawings, and records described in such Schedule. The Parties shall cooperate to schedule Buyer's inspection at the Plants so that any interference with the operation of the Plants is minimized, to the extent reasonably feasible, and so that Buyer may complete its inspections of the Plants within thirty (30) working days of commencement of inspections and within two (2) months after the execution of this Agreement. (ii) Seller shall provide, or shall cause to be provided, to Buyer, access to the Plants at the times scheduled for the inspections referred to in clause (i) above. Seller shall provide qualified engineering, operations, and maintenance personnel to escort Buyer's personnel and to assist Buyer's personnel in conducting the inspections. Seller and Buyer shall each bear their own costs of participating in the inspections. At a mutually convenient time not more than one (1) month after Buyer has completed its inspections, the Parties shall meet to discuss whether, as a result of the inspections, it is appropriate to modify Schedule A to the Interconnection Agreement to portray more accurately the Points of Interconnection. Any modification to any portion of Schedule A of the Interconnection Agreement to which the Parties agree shall thereafter be deemed to modify any representation, warranty, covenant, agreement or condition contained hereinpart of Schedule A of the Interconnection Agreement for all purposes under the Interconnection Agreement.

Access to Information. (a) During From the Pre-Closing Perioddate of this Agreement to the effectiveness of the Time Brokerage Agreement, Seller shall (i) the Company shall afford Parent permit Purchaser and its Representatives reasonable accessemployees, upon reasonable noticecounsel, during business hours accountants, engineers and other authorized representatives ("Purchaser's Representatives") to meet (Aaway from the Station premises) all with employees of the propertiesStation reasonably approved by Seller for the purpose of obtaining information regarding the Station Assets, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) permit Purchaser's Representatives to have access to Seller's premises outside of normal business hours for the Company purpose of obtaining information regarding fiber optic connections and (iii) provide Purchaser and Purchaser's Representatives, or cause Purchaser and Purchaser's Representatives to be provided, all information relating to the Station Assets as they may reasonably request. Without limiting the generality of the foregoing, Seller shall maintain give Purchaser and Purchaser's Representatives reasonable access to Seller's financial records and Seller's employees, counsel, accountants and other representatives for the virtual data room established in connection purpose of preparing such financial statements as Purchaser reasonably determines are required to comply with applicable federal securities laws as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Seller shall reasonably cooperate with Purchaser and provide Parent and its Purchaser's Representatives access thereto (and prior in the preparation of such financial statements. From the date of the effectiveness of the Time Brokerage Agreement to the Closing Date, Seller will give to Purchaser and Purchaser's Representatives reasonable access to the Company Station Assets and to the books and records relating primarily to and reasonably necessary or appropriate to the use thereof, and will furnish or cause to be furnished to Purchaser and Purchaser's 14 9 Representatives all information relating to the Station Assets as they may reasonably request; provided, however, that Purchaser shall provide Parent’s outside legal counsel a customary USB containing the contents give Seller reasonable advance notice of any request for such virtual data room); provided that with respect to clause (i), any access and such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation business operations of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementStation. (b) Subject Seller shall provide Purchaser and Purchaser's Representatives access to compliance with Applicable Legal Requirements, during the Pre-Closing Period, Station Assets and the Company Station's facilities for the purpose of conducting (i) a Phase I environmental survey thereof (which shall notify Parent ofbe performed by environmental consultants reasonably acceptable to Seller and which shall not include any sampling or laboratory analysis) and (ii) an engineering study of the performance of the Station Assets. Such activities shall be conducted at the sole expense of Purchaser, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company Purchaser shall indemnify and each of its Subsidiaries hold harmless Seller and the general status Seller Indemnitees (as hereinafter defined) in accordance with Article IX from and against all actions, suits, claims, losses, penalties, damages, liabilities, costs and expenses (including reasonable attorney's fees, costs and disbursements), as incurred, arising out of or resulting from such activities. Such access shall be provided at times reasonably agreed to by Seller and such activities shall not unreasonably interfere with the ongoing normal business operations of the BusinessStation. Purchaser acknowledges and agrees that Purchaser's satisfaction with the results of such Phase I survey and engineering study shall not be a condition to its obligation to consummate at the Closing the transactions contemplated by this Agreement, or to any of its other obligations under this Agreement. (c) No All inspections and access provided for in this Section 3.01, and all information or knowledge obtained in any investigation the course thereof or pursuant thereto, shall be subject to this Section 5.4 shall affect or be deemed to modify any representationthe terms of the Confidentiality Agreement dated April 10, warranty1997, covenant, agreement or condition contained hereinbetween Paxsxx xxx ITT (the "Confidentiality Agreement").

Access to Information. (a) During Subject to applicable restrictions contained in any confidentiality agreement to which either Acquired Company or any Seller is subject, during the Pre-period from the date of this Agreement through the earlier of the Closing Period, (i) or the Company shall afford Parent and its Representatives reasonable accesstermination of this Agreement in accordance with ARTICLE 6, upon reasonable noticeprior written notice and subject to applicable Laws relating to the exchange of information and confidentiality obligations applicable to information furnished to Sellers or the Acquired Companies by third parties that may be in the possession of Sellers or the Acquired Companies from time to time, the Sellers shall afford to the Representatives of Buyer, during normal business hours and in a manner as to (A) all not interfere with the normal operation of the Business or the Acquired Companies, reasonable access to the properties, books, Contracts and records of the Company Business, and Sellers shall make available to Buyer such information concerning the Business, the Purchased Assets and the Business Employees as Buyer may reasonably request to effect the consummation of the transactions contemplated by this Agreement; provided, however, that (a) neither Buyer nor its Representatives shall perform, or request or cause to be performed, intrusive soil or groundwater sampling at any Owned Real Property, (b) such right shall not apply to information subject to an attorney-client privilege, (c) such inspection shall be conducted in accordance with all applicable antitrust or competition Laws, shall only be upon reasonable notice and shall be at Buyer’s sole cost and expense, and (d) Sellers need not supply any information which, in the good faith judgment of Sellers is under a contractual or legal obligation not to supply; provided, however, that at Buyer’s reasonable request and at the expense of Buyer, Sellers shall use their commercially reasonable efforts to seek the consent of any party whose consent is required to remove any contractual restriction on disclosure to Buyer. Sellers shall have the right to have one or more of their Representatives present at all times during any such reviews, examinations or discussions. Prior to the Closing, without the prior written consent of Sellers, Buyer shall not, and Buyer shall cause its Representatives not to, contact any customers, suppliers, lenders, business counterparties or competitors of the Business regarding the Purchased Assets or the operations or prospects of the Business regarding this Agreement or the transactions contemplated hereby. Prior to the Closing, (i) any information provided to or obtained by Buyer or its Representatives pursuant to this Section 4.2 or any other provision of this Agreement will be subject to the confidentiality agreement between Buyer and Emergent BioSolutions, Inc., a Delaware corporation, dated as of September 19, 2022 (the “Confidentiality Agreement”), the provisions of which are incorporated herein by reference, and shall (b) The Parties acknowledge that any of the Buyer, the Acquired Companies and each of its Subsidiaries their Representatives may wish to inspect and/or copy following Closing, and/or retain copies taken prior to Closing of, the Product Registrations, Regulatory Documents and (B) all any other information concerning books and records relating to the Company or any of its Subsidiaries Transferring Product and the results of operationsBusiness delivered to the Buyer under this Agreement or retained by the Sellers (the “Records”) for the purpose of: (i) dealing with any report, product development effortsreturn, properties (tangible and intangiblestatement, including Intellectual Property Rights) and personnel of the Company audit, filing or other requirement required under any of its Subsidiaries as Parent may reasonably request and applicable Law; (ii) the Company shall maintain the virtual data room established in connection dealing with its Tax affairs; (iii) dealing with any Proceeding (including with or by any Governmental Body); or (iv) dealing with any other matter arising out of this Agreement or the transactions contemplated hereby. Sellers shall, upon being given reasonable notice by the other Party, make the Records available to any of the Buyer, the Acquired Companies and provide Parent each of their Representatives for inspection and its Representatives access thereto copying, in each case for and (and prior in the opinion of the relevant Party) to the Closing Dateextent necessary or expedient for one or more of the purposes as set out in Section 4.2(b) above; provided, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided however, that with respect to clause (i), 1) any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as does not to unreasonably interfere with the normal operation business operations of the business Acquired Companies, and (2) Sellers shall not be required to make any Records available to Buyer or any of the Company. Nothing herein shall require Acquired Companies if in the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change reasonable opinion of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if Sellers’ counsel such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) reasonably be expected to jeopardize any an attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessprivilege. (c) No information Buyer will, and will cause the Acquired Companies to, retain until the seventh anniversary of the Closing Date any books and records of the Acquired Companies or knowledge obtained any other books and records included among the Purchased Assets relating to pre-Closing periods to the extent in the possession of Buyer or an Acquired Company as of Closing. After Closing, upon reasonable notice, Buyer will, and will cause the Acquired Companies to, provide Sellers and their Representatives with reasonable access (including the right to make copies at their expense) during normal business hours to such pre-Closing Books and Records of the Acquired Companies as is reasonably necessary in connection with any investigation pursuant to this Section 5.4 shall affect or be deemed to modify post-Closing matters; provided that any representation, warranty, covenant, agreement or condition contained hereinsuch access does not unreasonably interfere with the normal business operations of the Acquired Companies.

Access to Information. (a) During From and after the Pre-date of this Agreement and until the Closing Periodor the termination of this Agreement pursuant to Article X hereof, (i) the Company shall afford Parent and its Seller will give to REG and Buyer and their authorized Representatives reasonable access, upon reasonable notice, access during normal business hours to (A) the offices, Books and Records, returns, contracts, commitments, facilities and accountants of Seller and Parent insofar as it relates to Seller, the Business or the Purchased Assets, and will furnish and make available to the REG and Buyer and their authorized Representatives all such documents and copies of documents and all such additional financial and operating data and other information pertaining to the business and affairs of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries Seller and the results of operations, product development efforts, properties (tangible Purchased Assets as REG and intangible, including Intellectual Property Rights) Buyer and personnel of the Company or any of its Subsidiaries as Parent their authorized Representatives may reasonably request for purposes of Buyer conducting due diligence activities; provided, however, that the activities of REG and (ii) the Company shall maintain the virtual data room established in connection with this Agreement Buyer and provide Parent and its their Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business of the CompanyParent. Nothing herein From and after Closing, REG and Buyer and their authorized Representatives shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees have reasonable access to, and the right to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parentmake copies at Buyer’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirementsexpense, during the Pre-Closing Period, the Company normal business hours of any Books and Records of Seller or Parent which have not been transferred to Buyer and which are necessary for preparation of financial statements or Tax Returns of Seller and for any other proper business purpose of Seller. Such Books and Records shall notify Parent of, and confer from time to time as reasonably requested be retained by Parent with one or more for at least seven (7) years from the Closing Date unless Parent gives REG and Buyer thirty (30) days prior written notice of Parent’s intention to destroy or dispose of such Books and Records and provides REG and Buyer the reasonable opportunity to take possession of such Books and Records prior to such destruction or disposition. From and after the date of this Agreement and until the Closing or the termination of this Agreement pursuant to Article X hereof, REG and Buyer will give to Parent and its authorized Representatives reasonable access during normal business hours to discussthe offices, any material changes or developments books and records, returns, contracts, commitments, facilities and accountants of REG and Buyer and their Subsidiaries, and will furnish and make available to the Parent and its authorized Representatives all such documents and copies of documents and all such additional financial and operating data and other information pertaining to the business and affairs of REG and Buyer and their Subsidiaries as Parent and its authorized Representatives may reasonably request for purposes of Parent conducting due diligence activities; provided, however, that the activities of Parent and its Representatives shall be conducted in such a manner as not to interfere unreasonably with the operational matters operation of the Company business of REG, Buyer or their Subsidiaries. From and each of after Closing, Parent and its Subsidiaries authorized Representatives shall have reasonable access to, and the general status right to make copies at Buyer’s expense, during normal business hours of any Books and Records of REG and Buyer which are necessary for preparation of financial statements or Tax Returns of Parent and for any other proper business purpose of Parent. Such Books and Records shall be retained by REG and Buyer for at least seven (7) years from the ongoing operations Closing Date unless REG or Buyer gives Parent thirty (30) days prior written notice of REG’s or Buyer’s intention to destroy or dispose of such Books and Records and provides Parent the Businessreasonable opportunity to take possession of such Books and Records prior to such destruction or disposition. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During the Pre-Closing PeriodPrior to Closing, Sellers shall (i) the Company shall afford Parent provide Purchaser and its Representatives officers, directors, employees, agents, counsel, accountants, financial advisors, lenders, consultants and other representatives (together, its “Representatives”) with reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts prior notice and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner so as not to unreasonably interfere with the normal operation of the business Acquired Business, to all personnel, officers, employees, agents, accountants, properties and facilities, of Sellers, the Sold Subsidiaries, the Acquired Business, the Acquired Assets and the books and records relating to the Acquired Business and the Acquired Assets and (ii) furnish Purchaser and its Representatives with all such information and data (including copies of contracts, Plans and other books and records) concerning the Acquired Business and operations of the Company. Nothing Acquired Business and the Acquired Assets as Purchaser or any of such Representatives reasonably may request; provided, however, that nothing herein shall require constitute consent to any Phase I or other environmental site assessment. All such information shall be kept confidential in accordance with the Company to disclose any information to Parent (A) to terms of the extent related to an Acquisition ProposalConfidentiality Agreement, Change dated as of RecommendationJune 2, Notice 2005, between Purchaser and AAS. In the event of Superior Proposal a conflict or Notice of Intervening Event (except as otherwise required by inconsistency between the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements Agreement and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, this Agreement will govern. (b) Subject The provisions of the Confidentiality Agreement shall remain binding and in full force and effect until the Closing, except that the Confidentiality Agreement shall not apply to compliance any documents prepared in connection with Applicable Legal Requirementsor proceeding before or filed with, during or other disclosure made to, a court, arbitration tribunal or mediation service to enforce Purchaser’s rights arising in connection with the Pre-termination of this Agreement. The information contained herein, in the Seller Disclosure Schedule or delivered to Purchaser or its authorized Representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing Periodand, for that purpose and to that extent, the Company terms of the Confidentiality Agreement are incorporated herein by reference. All obligations of the Purchaser under the Confidentiality Agreement shall notify Parent ofterminate simultaneously with the Closing as to the Acquired Business. Except as otherwise provided herein, Sellers shall, and confer from time to time shall cause their respective Affiliates and their consultants, advisors and representatives to, treat after the date hereof as reasonably requested by Parent with one strictly confidential on the same basis as Purchaser is subject under the Confidentiality Agreement, the terms of this Agreement and all nonpublic, confidential or more proprietary information concerning the Acquired Business. No Seller or Affiliate of Parent’s Representatives to discussa Seller has waived, nor will it waive, any material changes provision of any confidentiality or developments in the operational matters similar agreement that relates to any of the Company and each of its Subsidiaries and Acquired Business, the general status of Acquired Assets or the ongoing operations of the BusinessAssumed Liabilities. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During In addition to the Pre-rights granted by Sections 5.1(b), (c) and (d), and subject to all applicable Laws and the terms of the Transitional Advisory Support Services Agreement and the Interim Operating Agreement, if applicable, between the date of this Agreement and the earlier of the Closing PeriodDate and the Termination Date, Seller will, and will use commercially reasonable efforts to cause NMC to, during ordinary business hours, upon reasonable notice and subject to compliance with all applicable NRC rules and regulations and other applicable Laws and subject to approval in advance by Seller or the Seller’s Agents (i) the Company shall afford Parent give Buyer and its Buyer’s Representatives reasonable accessaccess to all management personnel engaged in the operation of the Point Beach Assets and all books, upon documents, records, plants, offices and other facilities and properties constituting the Point Beach Assets; (ii) permit Buyer to make such reasonable noticeinspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Point Beach Assets as Buyer may from time to time reasonably request; (iv) furnish Buyer a copy of each material report, during business hours schedule or other document filed or received by it since the date hereof with respect to the Point Beach Assets with the SEC, FCC, NRC, FERC or any other Governmental Authority having jurisdiction over the Point Beach Assets; provided, however, that (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition ProposalPoint Beach Assets, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure Seller shall not be required to take any action which would (i) result in constitute a waiver of the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees toprivilege, and (C) Seller need not supply Buyer with any information that Seller is legally prohibited from supplying. Seller will use its commercially reasonable efforts to cause its Subsidiaries toNMC to provide Buyer or Buyer’s Representatives with access to the Transferred Employee Records that it has, reasonably assist but Seller and cooperate with Parent NMC shall not be required to facilitate provide access to other employee records or medical information unless required by Law or specifically authorized by the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)affected employee. Notwithstanding anything in this Section 5.2 to the contrary hereincontrary, the Company may satisfy its obligations set forth above Seller and NMC will only furnish or provide such access to Transferred Employee Records and personnel and medical records as is permitted by electronic means if physical access is not reasonably feasible Law or would not required by legal process or subpoena (other than data concerning salaries and benefits, dates of birth, dates of hire and other information used to calculate pension benefits which shall be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementprovided). (b) Subject Buyer, Buyer’s Parent and Seller acknowledge that all information furnished to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested or obtained by Parent with one Buyer or more of ParentBuyer’s Representatives pursuant to discuss, any material changes either Section 5.1 or developments in this Section 5.2 shall be subject to the operational matters provisions of the Company Confidentiality Agreement and each of its Subsidiaries and the general status of the ongoing operations of the Businessshall be treated as Proprietary Information. (c) No information Following the Closing Date and subject to all applicable NRC rules and regulations, each Party and its respective Representatives shall have reasonable access to all of the Business Books and Records, including all Transferred Employee Records or knowledge obtained other personnel and medical records required to be made available by Law, legal process or subpoena, in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Point Beach Assets or the Excluded Assets. Such access shall be afforded by the Party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any investigation costs or expenses incurred by it or them pursuant to this Section 5.4 5.2(c). If the Party in possession of such books and records shall affect desire to dispose of any such books and records, such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense, to segregate and remove such books and records as such other Party may select. Notwithstanding the foregoing, the right of access to medical records and other confidential employee records shall be subject to all applicable Laws. (d) Each of Buyer and Buyer’s Parent agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of NMC, Seller or Seller’s Affiliates with respect to any aspect of the Point Beach Assets or the transactions contemplated hereby, without the prior written consent of Seller or NMC, as applicable, which consent of Seller shall not be deemed unreasonably withheld. (e) Subject to modify the terms of the Interim Operating Agreement, if applicable, upon Buyer’s or Seller’s (as the case may be) prior written consent (which consent shall not be unreasonably withheld), Seller or Buyer (as the case may be) may provide Proprietary Information of the other Party to the SEC, NRC, FERC or any representationother Governmental Authority having jurisdiction over the Point Beach Assets or any stock exchange, warrantyas may be necessary to obtain Seller’s Required Regulatory Approvals or Buyer’s Required Regulatory Approvals, covenantas the case may be. The disclosing Party shall seek confidential treatment for the Proprietary Information provided to any such Governmental Authority and the disclosing Party shall notify the other Party as far in advance as practical of its intention to release to any Governmental Authority any such Proprietary Information. (f) In the event that a Party is requested or required by Governmental Authority to disclose any of the other Party’s Proprietary Information, agreement the Party requested or condition required to make the disclosure shall provide the other Party with prompt written notice of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with this Section 5.2(f). If, in the absence of a protective order or other remedy or the receipt of a waiver by such other Party, the Party requested or required to make the disclosure is legally compelled to disclose the other Party’s Proprietary Information to any Governmental Authority, the Party requested or required to make the disclosure may, without liability hereunder, disclose to such Governmental Authority only that portion of the other Party’s Proprietary Information which is legally required to be disclosed. (g) The Parties agree that the Confidentiality Agreement shall remain in effect until the Closing Date. Thereafter, the Parties agree that any restrictions contained hereinin the Confidentiality Agreement with respect to Buyer’s disclosure of Proprietary Information shall terminate, other than with respect to the Proprietary Information of Seller that does not relate to the Point Beach Assets. The Parties further agree that after the Closing Date, Seller shall keep confidential all Proprietary Information provided by Buyer or which Seller possesses with respect to the Point Beach Assets, to the extent permitted by Law, and to the same extent and under the same conditions applicable to Buyer’s obligations with respect to Seller’s Proprietary Information as contained in the Confidentiality Agreement between the Parties, but without limitation as to duration.

Access to Information. (a) During Between the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all date of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing Seller will, during ordinary business hours and upon reasonable notice (i) give the contents of Buyer and the Buyer Representatives reasonable access to all books, records, plants, offices and other facilities and properties constituting the Purchased Assets to which the Buyer is not denied access by law; (ii) permit the Buyer to make such virtual reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish the Buyer with such financial and operating data room); provided that and other information with respect to clause the Business as the Buyer may from time to time reasonably request; (i)iv) furnish the Buyer a copy of each material report, schedule or other document filed or received by the Seller with respect to the Business with the SEC or PUCO; provided, however, that (A) any such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition ProposalBusiness, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure the Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller need not supply the Buyer with any information which the Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (i) result the Buyer shall not have access to Transferring Employee Records and personnel and medical records, which in the Seller's good faith judgment is sensitive or the disclosure of any trade secrets which could subject the Seller to risk of any third party, liability and (ii) jeopardize the Buyer shall not have the right to perform or conduct any attorney-client environmental sampling or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of testing at, in, on, or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene underneath any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy Purchased Assets. (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4b) The Buyer, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything Seller acknowledge that each is subject to the contrary herein, Confidentiality Agreement. All information furnished to or obtained by the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible Buyer or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to Parent and the information disclosed Buyer Representatives pursuant to this Section 5.4, Parent 7.2 shall comply with, be subject to the provisions of the Confidentiality Agreement and shall instruct Parent’s Representatives to comply with, be treated as Evaluation Material for all purposes of its obligations under the Confidentiality Agreement. (bc) Subject For a period of ten years after the Closing Date, each party and their representatives shall have reasonable access to compliance with Applicable Legal Requirementsall of the books and records relating to the Business or the Purchased Assets, during the Pre-Closing Periodincluding all Transferring Employee Records or other personnel and medical records required by law, the Company shall notify Parent oflegal process or subpoena, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters possession of the Company and each other party to the extent that such access may reasonably be required by such party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of its Subsidiaries the Business and the general status Purchased Assets. Such access shall be afforded by the party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the ongoing operations business of any party or its affiliates, (B) no party shall be required to take any action which would constitute a waiver of the Business. attorney-client privilege and (cC) No no party need supply the other party with any information which such party is under a legal obligation not to supply. The party exercising this right of access shall be solely responsible for any costs or knowledge obtained in any investigation expenses incurred by it pursuant to this Section 5.4 7.2(c). If the party in possession of such books and records shall affect desire to dispose of any such books and records upon or prior to the expiration of such ten-year period, such party shall, prior to such disposition, give the other party a reasonable opportunity at such other party's expense, to segregate and remove such books and records as such other party may select. (d) The Seller agrees to use commercially reasonable efforts not to release any Person (other than the Buyer) from any confidentiality agreement now existing with respect to the Purchased Assets, or waive or amend any provision thereof. (e) Except as required by law or legal process, unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and terminating three years after such date, the Seller shall agree (i) to keep all Evaluation Material relating exclusively to the Business or the Purchased Assets confidential and not disclose or reveal any such Evaluation Material to any Person other than Seller's Representatives who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know such Evaluation Material for such purpose and to cause those Persons to observe the terms of this Section 7.2(e) and (ii) not to use Evaluation Material relating exclusively to the Business or the Purchased Assets for any purpose other than consistent with the terms of this Agreement or in connection with its other business operations. The Seller shall continue to hold all Evaluation Material relating exclusively to the Business or the Purchased Assets according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Seller shall notify the Buyer of any unauthorized disclosure of any Evaluation Material relating exclusively to the Business or the Purchased Assets to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Seller shall be deemed responsible for any breach of the terms of this Section 7.2(e) by the Seller or the Seller's Representatives. After the Closing Date, in the event that the Seller is requested pursuant to, or required by, applicable law or regulation or by legal process to modify disclose any representationEvaluation Material relating exclusively to the Business or the Purchased Assets, warrantyor any other information concerning the Business or the Purchased Assets, covenantor the transactions contemplated hereby, agreement the Seller shall provide the Buyer with prompt notice of such request or condition contained hereinrequirement in order to enable the Buyer to seek an appropriate protective order or other remedy, to consult with the Seller with respect to taking steps to resist or narrow the scope of such request or legal process (it being understood that any such efforts to seek a protective order or other remedy or to resist or narrow the scope of such request or legal process shall be at the sole cost and expense of the Buyer), or to waive compliance, in whole or in part, with the terms of this Section 7.2(e). The Seller agrees not to oppose any action by the Buyer to obtain any such protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of this Section 7.2(e), the Seller shall furnish only that portion of the Evaluation Material relating exclusively to the Business or the Purchased Assets which the Seller is advised by its counsel is legally required. In any such event the Seller shall use its commercially reasonable efforts to ensure that all such Evaluation Material and other information that is so disclosed will be accorded confidential treatment.

Access to Information. (a) During Between the Pre-date of this Agreement and the Closing PeriodDate, Seller will, at reasonable times and upon reasonable notice: (i) the Company shall afford Parent give Buyer and its Representatives reasonable access, upon reasonable notice, during business hours access to (A) its managerial personnel and to all of the properties, books, Contracts records, plans, equipment, offices and records of other facilities and properties constituting the Company Purchased Assets; (ii) furnish Buyer with such financial and each of its Subsidiaries operating data and (B) all other information concerning with respect to the Company Purchased Assets as Buyer may from time to time reasonably request, and permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request a copy of each material report, schedule or other document filed by Seller or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that Affiliates with respect to clause the Purchased Assets with the SEC, FERC, NJDEP, NJBPU or any other Governmental Authority; and (i)iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access inspections and investigations shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business Purchased Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the Companyattorney-client privilege, and (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply. Nothing herein Notwithstanding anything in this Section 6.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee, nor shall require Buyer have the Company right to administer to any of Seller's employees any skills, aptitudes, psychological profile, or other employment related test. Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets. (b) Each Party shall, and shall use its best efforts to cause its Representatives to, (i) keep all Proprietary Information of the other Party confidential and not to disclose or reveal any information such Proprietary Information to Parent any person other than such Party's Representatives and (Aii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information to the extent related to an Acquisition Proposal, Change the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of Recommendation, Notice of Superior Proposal or Notice of Intervening Event the Parties under this Section 6.2(b) shall be in full force and effect for three (except as otherwise required by 3) years from the terms date hereof and will survive the termination of this Agreement) or (B) if such disclosure would (i) result in , the disclosure discharge of any trade secrets of any third party, (ii) jeopardize any attorney-client or all other legal privilege (so long as obligations owed by the Company has reasonably cooperated with Parent in an effort Parties to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation each other and the closing of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and transactions contemplated by this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information For a period of seven (7) years after the Closing Date (or knowledge obtained such longer period as may be required by applicable law or Section 6.8(f)), each Party and its Representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any investigation such books and records upon receipt of reasonable advance written notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to this Section 5.4 6.2(c). If the Party in possession of such books and records shall affect desire to dispose of any books and records upon or prior to the expiration of such seven-year period (or any such longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's reasonable expense, to segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, the Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing of its purchase of the Purchased Assets or any equity participation in Buyer's purchase of the Purchased Assets (provided that such Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement). (e) Upon the other Party's prior written approval (which will not be unreasonably withheld or delayed), either Party may provide Proprietary Information of the other Party to the NJBPU, the SEC, the FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Seller's Required Regulatory Approvals, or Buyer Required Regulatory Approvals, respectively, or to comply generally with any relevant law or regulation. The disclosing Party will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Party as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information. (f) Except as specifically provided herein or in the Confidentiality Agreement, nothing in this Section shall impair or modify any of the rights or obligations of Buyer or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (g) Except as may be permitted in the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld. (i) Buyer shall be entitled to inspect, in accordance with this Section 6.2(h), all of the Purchased Assets located adjacent to any Point of Interconnection (as defined in the Interconnection Agreement), as shown in Schedule A to the Interconnection Agreement, to verify and/or determine the accuracy of the data, drawings, and records described in such Schedule. The Parties shall cooperate to schedule Buyer's inspection at the Plants so that any interference with the operation of the Plants is minimized, to the extent reasonably feasible, and so that Buyer may complete its inspections of the Plants within thirty (30) working days of commencement of inspections and within two (2) months after the execution of this Agreement. (ii) Seller shall provide, or shall cause to be provided, to Buyer, access to the Plants at the times scheduled for the inspections referred to in clause (i) above. Seller shall provide qualified engineering, operations, and maintenance personnel to escort Buyer's personnel and to assist Buyer's personnel in conducting the inspections. Seller and Buyer shall each bear their own costs of participating in the inspections. At a mutually convenient time not more than one (1) month after Buyer has completed its inspections, the Parties shall meet to discuss whether, as a result of the inspections, it is appropriate to modify Schedule A to the Interconnection Agreement to portray more accurately the Points of Interconnection. Any modification to any portion of Schedule A of the Interconnection Agreement to which the Parties agree shall thereafter be deemed to modify any representation, warranty, covenant, agreement or condition contained hereinpart of Schedule A of the Interconnection Agreement for all purposes under the Interconnection Agreement.

Access to Information. (a) During the Pre-Closing Period, (i) the Company Seller shall afford Parent to Purchaser and its Affiliates and its and their Representatives reasonable access, upon reasonable noticenotice during normal business hours, consistent with applicable Law and in accordance with reasonable procedures established by Seller, during business hours the period prior to (A) all the Closing, and solely for purposes of integration planning or otherwise in furtherance of the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, to the properties, books, Contracts Contracts, records and records personnel of Seller and its Subsidiaries related to the Company Business, the Transferred Assets, the Assumed Liabilities and each the Purchased Entity (and Subsidiaries thereof); provided, however, that neither Seller nor any of its Subsidiaries and (B) all other information concerning the Company Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Subsidiaries and the results of operationsAffiliates may be subject in discharging their obligations pursuant to this Section 5.4(a), product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Company shall provide Parent’s outside legal counsel a customary USB containing Owned Real Property or the contents Leased Real Property, or any other property of such virtual data room); provided Seller, the other Seller Entities, the Purchased Entity or any of their respective Affiliates. (b) Xxxxxxxxx agrees that with respect any investigation undertaken pursuant to clause (i), any such the access granted under Section 5.4(a) shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein Business and all requests for such access shall require the Company to disclose any information to Parent (A) be made to the extent related Representatives of Seller designated by Seller. Notwithstanding anything in this Agreement to an Acquisition Proposalthe contrary, Change neither Seller nor any of Recommendation, Notice of Superior Proposal its Affiliates shall be required to provide access to or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would disclose information (i) result where, in the reasonable judgment of Seller, such access or disclosure of any trade secrets of any third party, (ii) would jeopardize any attorney-client or other legal applicable privilege or protection, or contravene any Laws or contractual obligations (it being agreed that, in the event that the restrictions set forth in clause (i) of this sentence apply, Seller shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without violating an obligation of confidentiality to any third party, jeopardizing the attorney-client privilege or contravening any Laws or contractual obligations) or (ii) to the extent such information concerns the Sale Process. (c) At and after the Closing (for so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract Seller or any obligation of its Affiliates owns any equity interests in the Company with respect to confidentiality Purchased Entity or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection any of or to disclose such information on a basis that does not contravene any such obligations with respect theretoits Subsidiaries). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees toPurchased Entity shall, and to shall cause its Subsidiaries to, reasonably assist afford Seller, its Affiliates and cooperate their respective Representatives, during normal business hours, upon reasonable notice and without unreasonable interference with Parent to facilitate the post-Closing integration operation of the Company Business, access to the properties, books, Contracts, records (in each case to the extent in the possession or control of the Purchased Entity or any of its Subsidiaries) and employees of the Business and the Purchased Entity (and Subsidiaries thereof) to the extent that such access may be reasonably required by Seller in connection with preparing financial statements, reporting and payment of Taxes, regulatory or securities Law reporting obligations, and compliance with applicable Laws or for use in any Proceeding (other than a Proceeding between or among Seller or any of its Affiliates, on the one hand, and the Purchased Entity or any of its Subsidiaries, on the other hand) or other legitimate non-competitive purposes in connection with Seller’s operation of any of the Retained Businesses following Closing; provided, however, that nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ (i) rights of discovery under applicable Law or (ii) access or information rights under the Amended and Restated LLC Agreement, or the rights of any director or officer of the Purchased Entity or any of its Subsidiaries with Parent designated by or on behalf of Seller or any of its Affiliates pursuant to the Amended and Parent’s Subsidiaries (includingRestated LLC Agreement. The final sentence of Section 5.4(b) shall apply mutatis mutandis to any access provided to pursuant to this Section 5.4(c). For the avoidance of doubt, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development case of a post-Closing integration plan any matters that are the subject of this Section 5.4(c) and making available its employees at reasonable intervalsArticle VII, the provisions of Article VII (and not this Section 5.4(c)) shall control. Notwithstanding anything to the contrary hereinin this Agreement, the Company may satisfy neither Purchaser nor any of its obligations set forth above by electronic means if physical access is not reasonably feasible or would not Affiliates shall be permitted under applicable Law as a result required to (x) violate any obligation of COVID-19 confidentiality to which it or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its Affiliates may be subject in discharging their obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 or (y) provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws (it being agreed that, in the event that the restrictions set forth in this clause (y) apply, the Purchased Entity shall, and shall affect cause its Subsidiaries to, cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Seller to evaluate any such information without violating an obligation of confidentiality to any third party, jeopardizing the attorney-client privilege or contravening any Laws. (d) The Purchased Entity shall, and shall cause its Subsidiaries to, hold all the books and records relating to the Business and existing on the Closing Date (in the case of the Purchased Entity, to the extent held by the Purchased Entity or any Subsidiary thereof as of the Closing Date) and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be deemed required by Law, and thereafter, if it desires to modify any representationdestroy or dispose of such books and records, warranty, covenant, agreement to offer first in writing at least sixty (60) days prior to such destruction or condition contained hereindisposition to surrender them to Seller.

Access to Information. (a) During the Pre-Closing Period, (i) the Company Seller shall afford Parent to Purchaser and its Representatives reasonable access, upon reasonable noticenotice during normal business hours, consistent with applicable Law and in accordance with the reasonable procedures established by Seller, during business hours the period prior to (A) all of the Closing, to the properties, books, Contracts Contracts, records and records personnel of Seller and its Subsidiaries related to the Company Business, the Purchased Assets and each the Purchased Entities; provided, however, that (i) neither Seller nor any of its Subsidiaries and (B) all other information concerning the Company Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Subsidiaries and Affiliates may be subject in discharging their obligations pursuant to this Section 5.4(a); (ii) to the extent prohibited by Law, Seller shall not make, or cause to be made, available medical records, workers compensation records or the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request drug testing with respect to any Current Business Employees; and (iiiii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Company shall provide Parent’s outside legal counsel a customary USB containing Owned Real Property or the contents Transferred Leased Property, or any other property of such virtual data room); provided Seller, the other Seller Entities, the Purchased Companies or any of their respective Affiliates. (b) Purchaser agrees that with respect any investigation undertaken pursuant to clause (i), any such the access granted under Section 5.4(a) shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business Business, and none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation employees of the Company with respect to confidentiality Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)delayed. Notwithstanding anything to the contrary hereinin this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or neither Seller nor any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under Affiliates shall be required to provide access to or disclose information where, upon the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirementsadvice of counsel, during the Presuch access or disclosure would jeopardize attorney-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one client privilege or more of Parent’s Representatives to discuss, contravene any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the BusinessLaws. (c) No At and after the Closing, Purchaser shall, and shall cause its Affiliates to, afford Seller, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the reasonable procedures established by Purchaser or its Affiliates, as applicable, access to the properties, books, Contracts, records and employees of the Business and the Purchased Entities to the extent that such access may be reasonably requested by Seller, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws; provided, however, that nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ rights of discovery. (d) Purchaser agrees to hold all the books and records of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of ten (10) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Seller. (e) Notwithstanding the provisions of this Section 5.4, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.4, as to such records or other information or knowledge obtained in any investigation pursuant directly pertinent to such dispute, the parties may not utilize this Section 5.4 shall affect or be deemed to modify any representationbut rather, warrantyabsent agreement, covenant, agreement or condition contained hereinmust utilize the rules of discovery.

Access to Information. From and after the Dividend Date, each of Phyhealth and PHYH shall afford to the other and to the other’s Representatives reasonable access and duplicating rights, during normal business hours and upon reasonable advance notice, to all Information within the possession or control of such party relating to the other party’s business, Assets or Liabilities or relating to or arising in connection with the relationship between the parties on or prior to the Dividend Date, insofar as such access is reasonably required for a reasonable purpose, subject to the provisions below regarding Privileged Information. Without limiting the foregoing and except as otherwise provided in the Separation Documents, Information may be requested for audit, accounting, claims, litigation and Tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations. In furtherance of the foregoing: (a) During the Pre-Closing Period, Each party hereto acknowledges that: (i) the Company shall afford Parent Each of Phyhealth and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company PHYH has or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and obtain Privileged Information; (ii) there are a number of common matters affecting each or both of Phyhealth and PHYH, and each have a common legal interest in the Company shall maintain preservation of the virtual data room established confidential status of the Proprietary Information relating to business of Phyhealth or Information or relating to or arising in connection with this Agreement and provide Parent and its Representatives access thereto (and the relationship between the parties on or prior to the Closing Dividend Date, ; and (iv) both Phyhealth and PHYH intend that the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, Transactions contemplated hereby and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms other Separation Documents and any transfer of this Agreement) or (B) if such disclosure would (i) result Privileged Information in the disclosure connection therewith shall not operate as a waiver of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementprivilege. (b) Subject Each of Phyhealth and PHYH agrees not to compliance disclose or otherwise waive any privilege attaching to any Privileged Information, or rights attaching to any Proprietary Information relating to the business of Phyhealth and PHYH, respectively, or relating to or arising in connection with Applicable Legal Requirementsthe relationship between Phyhealth and PHYH on or prior to the Dividend Date, during without providing prompt written notice to and obtaining the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters prior written consent of the Company other, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that Phyhealth and each of its Subsidiaries and PHYH may make such disclosure or waiver with respect to Privileged Information, or rights any Proprietary Information if such Information relates solely to the general status pre-Separation business of the ongoing operations of the Businessother. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From the Pre-Effective Date until the Closing Period(or the earlier termination of this Agreement pursuant to Article X), Sellers (iin their discretion) the Company shall afford Parent will provide Buyer and its Representatives authorized Advisors with reasonable access, access and upon reasonable notice, advance notice and during regular business hours to (A) all of the properties, books, Contracts books and records of Sellers, in order for Buyer and its authorized Advisors to access such information regarding the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries Acquired Assets and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of Assumed Liabilities as is reasonably necessary in order to consummate the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with transactions contemplated by this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data roomincluding for integration purposes); provided that with respect to clause (i), any ) such access shall be conducted at a reasonable timedoes not unreasonably interfere with the normal operations of any Seller, under the supervision of appropriate personnel of the Company, and (ii) such access will occur in such a manner as not Sellers reasonably determine to unreasonably interfere with be appropriate to protect the normal operation confidentiality of the business of the Company. Nothing transactions contemplated by this Agreement, (iii) all requests for access will be directed to Lazard or such other Person(s) as Sellers may designate in writing from time to time and (iv) nothing herein shall will require the Company Sellers to provide access to, or to disclose any information to Parent to, Buyer if such access or disclosure (A) would cause significant competitive harm to any Seller if the transactions contemplated by this Agreement are not consummated, (B) would require any Seller to disclose any financial or proprietary information of or regarding the Affiliates of any Seller or otherwise disclose information regarding the Affiliates of any Seller that such Seller deems to be commercially sensitive, (C) would waive any legal privilege or (D) would be in violation of applicable Laws; provided that Sellers shall use reasonable best efforts to provide the Buyer, to the extent related possible, with access to an Acquisition Proposalthe relevant information in a manner that would not reasonably be expected to violate the foregoing clauses (A) through (D). (b) The information provided pursuant to this Section 8.2 will be used solely for the purpose of consummating the transactions contemplated hereby (including for integration planning), Change and will be governed by all the terms and conditions of Recommendationthe Confidentiality Agreement, Notice which Confidentiality Agreement shall not terminate upon the execution of Superior Proposal this Agreement notwithstanding anything to the contrary therein. Buyer will, and will cause its Advisors to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to Buyer or Notice any of Intervening Event its Advisors. Sellers make no representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 8.2, and Buyer may not rely on the accuracy of any such information, in each case, other than the Express Representations. (c) Sellers shall not, and shall cause their Affiliates and Advisors not to, for a period of two years after the Closing, directly or indirectly, without Buyer’s prior written consent, use for any purpose (except as otherwise required by the terms of specifically permitted in this Agreement) or disclose to any third party (other than each other and their respective Advisors) any confidential or proprietary information concerning the Business, the Acquired Assets or the Assumed Liabilities (including such information as may be disclosed to Sellers pursuant to the exercise of its rights to access information following the Closing as set forth herein); provided that the foregoing restriction shall not (i) apply to any information (A) generally available to, or known by, the public (other than as a result of disclosure in violation of this Agreement), (B) independently developed by Sellers or any of their respective Affiliates following the Closing without any reference to confidential or proprietary information concerning the Business, or (C) becomes available to Sellers or any of their respective Representatives from a third party if such source is not known by Sellers at the time of the disclosure would to be bound by a confidentiality agreement with, or other known contractual or legal obligation of confidentiality to, Buyer with respect to such information, or (ii) prohibit any disclosure (A) required by applicable Law so long as, to the extent practicable and legally permissible, the applicable Seller provides Buyer with reasonable prior notice of such disclosure and a reasonable opportunity (at Buyer’s sole cost and expense) to contest such disclosure, (B) made in connection with the enforcement of any right or remedy relating to any of the Transaction Documents or the transactions contemplated thereby, (C) necessary to permit Sellers or any of their respective Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before or including the Closing Date with respect to the Business, the Excluded Assets or the Excluded Liabilities, or (D) necessary in connection with the administration of the Bankruptcy Cases, the winding down of Sellers’ estate, the payment of any Taxes or the filing of any Tax Returns or the recording of any claims in connection therewith. (d) From and after the Closing for a period of two years following the Closing Date (or, if later, the closing of the Bankruptcy Cases), Buyer will provide Sellers and their Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to the books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents (for the purpose of examining and copying) relating to the Acquired Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities with respect to periods or occurrences prior to or including the Closing Date, and reasonable access, during normal business hours, and upon reasonable advance notice, to employees, officers, Advisors, accountants, offices and properties of Buyer, in each case, solely to the extent (i) result in necessary to permit Sellers or any of their respective Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before or including the disclosure of any trade secrets of any third partyClosing Date with respect to the Business, or the Excluded Assets or Excluded Liabilities, (ii) jeopardize any attorney-client as reasonably necessary for Sellers to comply with regulatory requirements under applicable Law or other legal privilege (so long as the Company has reasonably cooperated otherwise in connection with Parent in an effort to permit such inspection of tax, or to disclose such information on a basis that does not waive such privilege with respect thereto) regulatory matters or (iii) contravene in connection with the administration of the Bankruptcy Cases, the winding down of Sellers’ estate, the payment of any applicable Legal RequirementTaxes or the recording of any claims in connection therewith. Unless otherwise consented to in writing by Xxxxxxx, fiduciary dutyXxxxx will use commercially reasonable efforts not to, Contract for a period of three years following the Closing Date, destroy, alter or otherwise dispose of any of such books and records without first offering to surrender to Sellers such books and records or any obligation of the Company with respect portion thereof that Buyer may intend to confidentiality destroy, alter or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals)dispose of. Notwithstanding anything to the contrary hereinin this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 no Seller (or any COVID-19 Measures. With respect Advisor thereof) shall be entitled to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all any Tax Return (or copy thereof) of Buyer or any of its obligations under the Confidentiality AgreementAffiliates. (be) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments Except in the operational matters ordinary course of business unrelated to the Company Business or the transactions contemplated hereby, Xxxxx will not and will cause all its Advisors and Affiliates not to contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of any Seller prior to the Closing with respect to any Seller, its business or the transactions contemplated by this Agreement without the prior written consent of Sellers for each of its Subsidiaries and the general status of the ongoing operations of the Businesssuch contact (which consent shall not be unreasonably withheld, conditioned or delayed). (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During From the Pre-date hereof until the Closing Period(or the earlier valid termination of this Agreement pursuant to Article VIII), Sellers (iin their reasonable discretion) the Company shall afford Parent will provide Purchaser and its Representatives authorized Advisors with reasonable access, access and upon reasonable notice, advance notice and during regular business hours to (Ax) Sellers’ accountants, counsel, financial advisors and other Advisors, officers and senior management possessing information relating to the Business, the Acquired Assets and the Assumed Liabilities, (y) all offices and other facilities of Sellers and (z) the properties, books, Contracts books and records of Sellers, in order for Purchaser and its authorized Advisors to access such information regarding the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries Acquired Assets and the results of operations, product development efforts, properties (tangible Assumed Liabilities as is in Sellers’ possession or control and intangible, including Intellectual Property Rights) and personnel of reasonably necessary in order to consummate the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with transactions contemplated by this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data roomincluding for integration purposes); provided that with respect to clause (i), any ) such access shall be conducted at a reasonable timedoes not unreasonably interfere with the normal operations of any Seller, under the supervision of appropriate personnel of the Company, and (ii) such access will occur in such a manner as not Sellers reasonably determine to unreasonably interfere with be appropriate to protect the normal operation confidentiality of the business of the Company. Nothing transactions contemplated by this Agreement, (iii) all requests for access will be directed to Xxxxxxxx Xxxxx or such other Person(s) as Xxxxxxxx Xxxxx may designate in writing from time to time and (iv) nothing herein shall will require the Company Sellers to provide access to, or to disclose any information to Parent to, Purchaser if such access or disclosure (A) would cause significant competitive harm to any Seller if the extent related to an Acquisition Proposaltransactions contemplated by this Agreement are not consummated, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in require any Seller to disclose any financial or proprietary information of or regarding the disclosure Affiliates of any trade secrets Seller (other than any Subsidiary) or otherwise disclose information regarding the Affiliates of any third partySeller (other than any Subsidiary) that such Seller reasonably determines to be commercially sensitive, (iiC) would jeopardize or waive any attorney-client or other legal privilege (so long as the Company has privilege; provided that Purchaser and Sellers shall reasonably cooperated with Parent cooperate in an effort seeking to permit such inspection find a way to allow disclosure of or to disclose such information on a basis that does to the extent doing so would not waive (in the good faith belief of Sellers after consultation with outside counsel) reasonably be likely to cause such privilege to be undermined with respect theretoto such information; or (D) would be in violation of applicable Laws or the provisions of any agreement to which Sellers are bound. (b) The information provided pursuant to this Section 6.2 will be used solely for the purpose of consummating the transactions contemplated hereby and by the other Transaction Agreements and will be governed by all the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall not terminate upon the execution of this Agreement notwithstanding anything to the contrary therein. Purchaser will, and will cause its Advisors to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to Purchaser or any of its Advisors. Sellers make no representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 6.2, and Purchaser may not rely on the accuracy of any such information, in each case, other than the Express Representations. (c) From and after the Closing for a period of three (3) years following the Closing Date (or, if later, the closing of the Bankruptcy Cases), Purchaser will provide Sellers (including, for clarity, any trust established under a Chapter 11 plan of any Seller or any other successors of any Seller) and their Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to the Acquired Assets, the Assumed Liabilities, and the books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings and other documents (for the purpose of examining and copying) relating to the Acquired Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities with respect to periods or occurrences prior to the Closing Date, for the purpose of (i) completing Sellers’ legal, regulatory, stock exchange and financial reporting requirements, as applicable, to the extent required by applicable Law, (ii) completing its Tax Returns, and (iii) contravene the continued administration of the Bankruptcy Cases and remaining asset and liabilities and the investigation, prosecution and defense of all claims, causes of action, lawsuits or demands to which the bankruptcy estates of Sellers may have. Notwithstanding anything to the contrary contained in this Agreement, Purchaser and its Affiliates may restrict the foregoing access and shall not be required to provide any information or access that Purchaser reasonably believes would violate applicable Law, including antitrust Laws and data protection Laws or the terms of any applicable Legal Requirement, fiduciary duty, Contract (including confidentiality obligations) or jeopardize any attorney-client privilege or an expectation of client confidence or any obligation other rights to any evidentiary privilege. Unless otherwise consented to in writing by Xxxxxxx, Purchaser will not, for a period of three (3) years following the Company with respect Closing Date, destroy, alter or otherwise dispose of any of such books and records without first offering to confidentiality surrender to Sellers (if then in existence) such books and records or privacy (so long as any portion thereof that Purchaser may intend to destroy, alter or dispose of. From and after the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements Closing, Purchaser will, and this Section 5.4, the Company agrees will cause their respective employees to, provide Sellers with reasonable assistance, support and cooperation with Sellers’ wind-down (if applicable) and related activities (e.g., helping to cause its Subsidiaries to, reasonably assist and cooperate with Parent locate documents or information related to facilitate the post-Closing integration preparation of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request Tax Returns or prosecution or processing of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervalsinsurance/benefit claims). Notwithstanding anything to the contrary hereinin this Agreement, no Seller (or any Advisor thereof) shall be entitled to any Tax Return (or copy thereof) of Purchaser or any of its Affiliates. (d) Sellers will, and will direct their Advisors to hold in confidence, and without the Company may satisfy its obligations set forth above by electronic means if physical access prior written consent of Purchaser, not disclose any confidential, proprietary or nonpublic information involving or relating to any of the Acquired Assets or Assumed Liabilities, including any information obtained pursuant to Section 6.2(c). Notwithstanding the foregoing, this Section 6.2(d) shall not (i) apply to information that is not reasonably feasible or would not be permitted under applicable Law becomes generally available to the public other than as a result of COVID-19 a disclosure by Sellers or any COVID-19 Measures. With respect of their Advisors in breach of this Section 6.2(d) or (ii) prohibit any disclosure (A) required by Law or required or requested by any Governmental Body, in each case so long as, to the information disclosed pursuant extent legally permissible and feasible, Sellers provide Purchaser with reasonable prior notice of such disclosure so that Purchaser may seek to obtain a protective order or other reasonable assurance that such disclosure shall be treated confidentially (at Purchaser’s sole cost and expense) or (B) made in connection with any litigation regarding this Section 5.4Agreement, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreementother Transaction Agreements or the transactions contemplated hereby. (be) Subject Except in the ordinary course of business unrelated to compliance the Business or the transactions contemplated hereby, Purchaser will not, and will not permit any of its Affiliates or representatives to contact any customer, supplier, lessee, lessor, licensee, licensor or distributor of any Seller prior to the Closing with Applicable Legal Requirements, during the Pre-Closing Periodrespect to any Seller, the Company Business or the transactions contemplated by this Agreement or the other Transaction Agreements without the prior written consent of such Seller for each such contact (which consent shall notify Parent ofnot be unreasonably withheld, and confer from time to time as reasonably requested by Parent with one conditioned or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessdelayed). (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. Subject to Buyer’s obligations under the Confidentiality Agreement, Sellers shall cause the Acquired Companies to afford to the officers, employees and authorized representatives of Buyer (aincluding independent public accountants and attorneys) During reasonable access during normal business hours, upon reasonable advance notice, to all of the Pre-Closing Periodoffices, properties, assets and business, regulatory and financial records of the Acquired Companies and shall furnish to Buyer or such authorized representatives such additional information concerning the Business as shall be reasonably requested, including the technical documentation of the Products or other Product related documents necessary for transferring or obtaining the Governmental Permits; provided, however, that (i) the no Seller or Acquired Company shall afford Parent be required to violate any obligation of confidentiality, Order or Requirements of Law to which such Seller or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.1 (but in such event Sellers shall, and its Representatives reasonable accessshall cause any applicable Acquired Company to, upon reasonable notice, during business hours reasonably cooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby); (Aii) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or neither Buyer nor any of its Subsidiaries officers, employees, agents or representatives shall have access to any employees of the Acquired Companies without Chart US’s prior written consent; (iii) Sellers and the results Acquired Companies shall not be required to furnish or otherwise make available to Buyer customer-specific data or any competitively sensitive information; and (iv) the obligations of operationsSellers pursuant to this Section 7.1 shall be subject to the right of each Seller to determine, product development effortsin its reasonable discretion, properties (tangible and intangible, including Intellectual Property Rights) and personnel the appropriate timing of the Company disclosure of information it deems proprietary commercial information or privileged information. Buyer hereby acknowledges and agrees that any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with investigation pursuant to this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access Section 7.1 shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation operations of the business Acquired Companies or Sellers and, for the avoidance of the Company. Nothing herein doubt, Buyer shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 to undertake any environmental sampling or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4invasive testing without Chart US’s prior written consent, Parent which shall comply with, and shall instruct Parentbe in Chart US’s Representatives to comply with, all of its obligations under the Confidentiality Agreementsole discretion. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all date of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, each Seller will, during ordinary business hours and upon reasonable notice and at the Company shall provide Parent’s outside legal counsel a customary USB containing Buyer's request (i) give the contents of Buyer and the Buyer Representatives reasonable access to all books, records, plants, offices and other facilities and properties constituting the Business or the Purchased Assets; (ii) permit the Buyer to make such virtual reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish the Buyer with such financial and operating data room); provided that and other information with respect to clause the Business or the Purchased Assets; (i)iv) furnish the Buyer a copy of each material report, schedule or other document filed or received by such Seller with respect to the Business or the Purchased Assets; PROVIDED, HOWEVER, that (A) any such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition ProposalBusiness, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure Seller shall not be required to take any action which would (i) result in constitute a waiver of the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other privilege and (C) such Seller need not supply the Buyer with any information which such Seller is under a legal privilege obligation not to supply. Seller agrees that the Buyer shall have the right to attempt to obtain from the landlords identified on SCHEDULE 7.2(a) the Landlord Estoppel Certificate attached hereto as Exhibit O (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis "LANDLORD ESTOPPEL CERTIFICATE"). (b) The Buyer and AFDI acknowledge that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything each is subject to the contrary herein, Confidentiality Agreement. All information furnished to or obtained by the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to Buyer and the information disclosed Buyer Representatives pursuant to this Section 5.4, Parent 7.2 shall comply with, be subject to the provisions of the Confidentiality Agreement and shall instruct Parent’s Representatives to comply with, be treated as Materials or Highly Confidential Materials (as the case may be) for all purposes of its obligations under the Confidentiality Agreement. (bc) Subject For a period of twenty-four (24) months after the Closing Date (the "TRANSITION PERIOD"), each party and their representatives shall have reasonable access to, and each shall have the right to compliance photocopy, all of the books and records relating to the Business or the Purchased Assets, including all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party to the extent that such access may reasonably be required by such party in connection with Applicable Legal Requirementsthe Assumed Obligations or the Excluded Obligations, or other matters relating to or affected by the operation of the Business and the Purchased Assets. During the Transition Period, and only to the extent that Buyer's operation of the Business is not interrupted in any material respect, the Buyer agrees to provide the Sellers and any Seller Representatives, during the Pre-Closing Periodordinary business hours and upon reasonable notice and at any Seller's request, the Company shall notify Parent of, and confer from time with reasonable access to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters employees of the Company and each Buyer for purposes of its Subsidiaries and winding down the general status estates of the ongoing operations Sellers. Such access shall be afforded by the party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; PROVIDED, HOWEVER, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business. business of any party or its affiliates, (cB) No no party shall be required to take any action which would constitute a waiver of the attorney-client privilege and (C) no party need supply the other party with any information which such party is under a legal obligation not to supply. The party exercising this right of access shall be solely responsible for any costs or knowledge obtained in any investigation expenses incurred by it pursuant to this Section 5.4 7.2(c). If the party in possession of such books and records shall affect desire to dispose of any such books and records upon or be deemed prior to modify any representationthe expiration of such period, warrantysuch party shall, covenantprior to such disposition, agreement or condition contained hereingive the other party a reasonable opportunity at such other party's expense, to segregate and remove such books and records as such other party may select.

Access to Information. (a) During Subject to Applicable Law, Buyer agrees that for a period of ten (10) years following the Pre-Closing PeriodDate, Buyer will afford promptly to Sellers and their authorized representatives reasonable access (including the right to make copies at Sellers’ expense, as appropriate) at reasonable times during normal business hours and upon reasonable written notice to the books and records of Buyer relating to the Business, and Buyer’s employees and auditors, to the extent necessary to permit Sellers to determine any matter relating to Sellers’ rights and obligations hereunder; provided, that (i) Sellers shall not interfere unreasonably with the Company conduct of the business of Buyer and (ii) any such review shall afford Parent and its Representatives reasonable accessbe subject to the confidentiality provisions set forth in Section 13.1 below. (b) In order to facilitate the resolution of any claims made by or against or incurred by Elan Parent, the Sellers or any of their Affiliates or officers or directors in any Elan Companies Proceeding, upon reasonable notice, Buyer shall (i) afford the officers, employees and authorized agents and representatives of Elan Parent, Sellers or any of their Affiliates reasonable access (including the right to make copies at their own expense), during normal business hours hours, to (A) all of the offices, properties, books, Contracts books and records of Buyer with respect to the Company Business and each the Products relating to the period prior to Closing, (ii) reasonably make available to the officers, employees and authorized agents and representatives of its Subsidiaries Elan Parent, Sellers or any of their Affiliates the employees of Buyer whose assistance, testimony or presence is necessary to assist Elan Parent, Sellers or any of their Affiliates in evaluating any claims and/or in defending against or in prosecuting such claims, including the presence of such persons as witnesses in hearings or trials for such purposes and (Biii) all other information concerning to the Company extent that Elan Parent, Sellers or any of their Affiliates is legally required to produce original documents included in the Acquired Assets for inspection in any Elan Companies Proceeding, reasonably cooperate with Elan Parent, Sellers or any of their Affiliates in making such original documents available for inspection by parties to such Elan Companies Proceeding; provided, however, that the foregoing shall not unreasonably interfere with the business operations of the Buyer or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company Affiliates or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Companysubsidiaries, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein Sellers shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorneyreimburse Buyer for its reasonable direct out-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements of-pocket costs and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessexpenses. (c) No information Buyer agrees to maintain all original Marketing and Pricing Data included in Acquired Assets for a period of ten (10) years after the Closing Date. After such ten-year period, before Buyer shall dispose of any such Marketing and Pricing Data, it shall provide to the Sellers at least ninety (90) calendar days prior written notice to such effect and the Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained hereinpart of such Marketing and Pricing Data as Sellers may select.

Access to Information. (a) During Sellers shall, and shall cause the Pre-Closing PeriodAcquired Companies to, afford the authorized Representatives of Buyers (including independent public accountants, attorneys, consultants and Representatives of Buyers’ lenders) reasonable access during normal business hours to the offices, properties, employees and business and financial records of the Acquired Companies to the extent Buyers shall deem reasonably necessary or desirable and shall furnish to Buyers or its authorized Representatives such additional information concerning the Interests, the Business and the operations of the Acquired Companies as shall be reasonably requested, as shall be reasonably necessary to enable Buyers or their Representatives to verify the accuracy of the Sellers’ representations and warranties contained in this Agreement, to verify that the covenants of Sellers contained in this Agreement have been complied with and to determine whether the conditions set forth in Article IX have been satisfied; provided, however, that (i) neither Sellers nor the Company Acquired Companies shall afford Parent and its Representatives reasonable accessbe required to violate any obligation of confidentiality, upon reasonable notice, during business hours Court Order or Requirements of Laws to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company which either Seller or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Acquired Company is subject or to waive any privilege which any of its Subsidiaries as Parent them may reasonably request possess in discharging their obligations pursuant to this Section 7.1 (it being understood that the Sellers shall cause the Acquired Companies to take reasonable actions to eliminate any such impediments to providing such information) and (ii) the Company Buyers shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that not conduct any invasive soil investigation with respect to clause (i)any Acquired Company Property without written approval of the Sellers’ Representative, any which approval shall not be unreasonably withheld, conditioned or delayed. Buyers agree that such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably with the operations of the Acquired Companies. (b) Without limiting the generality of Section 7.1(a), prior to Closing, upon the reasonable written request of and reasonable advance notice from Buyers, the Sellers shall cause the Acquired Companies and their respective Representatives to use their commercially reasonable efforts to take the following actions, provided they do not unreasonably interfere with the normal operation ongoing operations of or existing contractual relationships with the Acquired Companies: (i) providing financial, operating and other data and information, beyond those set forth in the Schedules and other information and materials made available pursuant hereto, which Buyers may reasonably request in connection with Buyers’ Financing of the business transactions contemplated by this Agreement, including (x) unaudited interim consolidated financial statements for the Acquired Companies for the fiscal quarter ending March 31, 2015 and for each fiscal quarterly period (if any) which ends after such date but which is at least forty-five (45) days prior to the Closing Date, which unaudited interim consolidated financial statements shall be delivered to Buyers no later than forty-three (43) days following the end of each such fiscal quarterly period, and (y) unaudited monthly summary consolidated financial information for the Acquired Companies for each month ended after March 31, 2015 but which is at least thirty (30) days prior to the Closing Date, which unaudited monthly consolidated financial statements shall be delivered to Buyers no later than twenty-eight (28) days following the end of each such month; (ii) making available members of its executive management team for purposes of due diligence sessions involving Lenders; (iii) reviewing and providing comments of portions of offering and private placement memoranda, prospectuses and other informational and marketing materials, insofar as they relate to the Acquired Companies and the Business; (iv) making available and cooperating with the Buyers to obtain the consent of the Acquired Companies’ independent accountants for any comfort letters, management letters or legal letters in connection with Buyers’ use of the Acquired Company’s financial statements; and (v) if not objected to by the holders of the Acquired Company’s Indebtedness secured by Liens against Acquired Company Property, reasonably facilitating the granting of Liens in such Acquired Company Property; provided that no such security interest shall be effective prior to the Closing and shall be released immediately upon any termination of this Agreement. Sellers hereby consent to the use of the Company’s logo in connection with materials provided by Buyers to potential Lenders in connection with the Financing, provided Buyers shall consult with Sellers regarding the manner of such use, Sellers receive copies of all materials containing such logo and such use shall terminate upon termination of this Agreement. Nothing Notwithstanding the foregoing, in no event shall any Acquired Company or any Seller be obligated to pay any money to any Person or to offer or grant any other financial accommodations to any Person in connection with its obligations under this Section 7.1(b). If Buyers believe that Sellers are not performing their obligations as required under this Section 7.1(b), Buyers must promptly (but in any event within three (3) Business Days) advise Sellers in writing with particularity and afford Sellers a reasonable opportunity to cure any such non-performance, or else any non-performance is waived. (c) The parties agree that no information provided, made available or otherwise accessed under this Section 7.1 or the other provisions of this Article VII (including Section 7.11) shall modify the representations and warranties in Article V or constitute representations and warranties of Sellers for purposes of this Agreement nor relieve Buyers of their obligations under this Agreement except as expressly provided in Article IX. (d) Notwithstanding anything herein shall require to the Company contrary, for the avoidance of doubt, the transactions contemplated hereby and the provisions of this Section 7.1 are subject to disclose any the Confidentiality Agreement. Buyers may furnish information to Parent (Aunder Section 7.1(b) to the extent related potential syndicate members, other potential lenders or potential participants, subject to an Acquisition Proposaltheir entry into customary written confidentiality agreements by such potential syndicate members, Change of Recommendationother potential Lenders or potential participants, Notice of Superior Proposal or Notice of Intervening Event (and except as otherwise required by applicable securities laws and other Requirements of Law. Buyers agree to provide, upon request by the terms Sellers’ Representative, the identity of any potential lenders, syndicate members and potential participants that Buyer has been advised by the Lenders (or that Buyer otherwise is aware) have received confidential information concerning the Acquired Companies and the transactions contemplated by this Agreement in connection with the Financing. (e) Notwithstanding any other provision of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such Sellers’ obligations with respect thereto). Subject to Applicable Legal Requirements and under this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration 7.1 shall terminate upon consummation of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementClosing. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Hypercom shall have the Preopportunity to make a complete review of the books, records, business and affairs of the Seller. To facilitate such review, the Seller shall provide to Hypercom and its agents complete access to all of its records and documents, shall provide to Hypercom with personal, bank and professional references, and shall use reasonable efforts to make available for consultation customers, employees, suppliers and distribution channels. (b) On and after the Closing Date, Buyer will permit Seller or its representatives and agents at reasonable times during business hours to inspect all files, books, records and accounts of the Business held by Buyer, as well as access to, and the cooperation of, any employee of any operations of the Business having knowledge of the information therein contained, if such inspection, access and cooperation are reasonably necessary (i) to respond to a governmental investigation or for the defense by Seller of any litigation relating to the Business prior to the Closing Date or (ii) for accounting reviews or audits of for judicial or administrative proceedings or determinations relating to the liability of Seller for taxes or periods prior to the Closing Date; provided, however, that nothing herein shall be deemed to obviate the rules of discovery, attorney-Closing Periodclient privilege, attorney work product or other similar rules and concepts in any dispute between Seller and/or the Members and Buyer. (c) Buyer shall not dispose of any business records of the Business transferred to Buyer pursuant to this Agreement until the later to occur of (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all expiration of the properties, books, Contracts and records applicable tax statute of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangiblelimitations, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request extensions thereof, and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to fifth anniversary of the Closing DateDate provided that, after such date, Buyer shall give Seller written notice of its intention to dispose of any part thereof, specifying the Company shall provide Parent’s outside legal counsel items to be disposed of in reasonable detail. Seller may, within a customary USB containing the contents period of such virtual data room); provided that with respect to clause (i), 60 days from receipt of any such access shall be conducted at a reasonable timenotice, under the supervision of appropriate personnel of the Company, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all notify Buyer of its obligations under the Confidentiality Agreement. (b) Subject desire to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with retain one or more of Parent’s Representatives the items to discussbe disposed of. Buyer shall, any material changes or developments in upon receipt of such a notice from Seller, deliver to Seller, at Seller's expense, the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessitems specified therein. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all date of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing Seller will, during ordinary business hours and upon reasonable notice (i) give the contents of Buyer and the Buyer Representatives reasonable access to all its books and records relating to the Purchased Assets; (ii) permit the Buyer to make such virtual reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish the Buyer, at the Buyer's expense, with such financial and operating data room); provided that and other information in the Seller's possession with respect to clause the Purchased Assets as the Buyer may from time to time reasonably request; (i)iv) furnish the Buyer, at the Buyer's expense, a copy of each material report, schedule or other document filed or received by it with respect to the Purchased Assets with the SEC, MDTE, RIPUC, NHPUC, NRC or FERC; PROVIDED, HOWEVER, that (A) any such access investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition ProposalPurchased Assets, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure the Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller need not supply the Buyer with any information which the Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (i) result in the disclosure of any trade secrets of any third partySeller will only furnish or provide such access to personnel and medical records, computer or hard copy, as is required by law, and (ii) jeopardize the Buyer shall not have the right to perform or conduct any attorney-client environmental sampling or other legal privilege (so long as testing at, in, on, or underneath the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementPurchased Assets. (b) Subject All information furnished to compliance with Applicable Legal Requirements, during or obtained by the Pre-Closing Period, Buyer and the Company Buyer Representatives pursuant to this Section 7.2 shall notify Parent of, be subject to the provisions of the Confidentiality Agreement and confer from time to time shall be treated as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments "Proprietary Information" (as defined in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the BusinessConfidentiality Agreement). (c) No information For a period of seven (7) years after the Closing Date, the Seller and its representatives shall have reasonable access to all of the books and records of the Purchased Assets transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller in connection with matters relating to or knowledge obtained in affected by the ownership of the Purchased Assets prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller shall be solely responsible for any investigation costs or expenses incurred by them pursuant to this Section 5.4 7.2(c). If the Buyer shall affect or be deemed desire to modify dispose of any representationsuch books and records prior to the expiration of such seven-year period, warrantythe Buyer shall, covenantprior to such disposition, agreement or condition contained hereingive the Seller a reasonable opportunity at the Seller's expense, to segregate and remove such books and records as the Seller may select.

Access to Information. If requested by Seller’s Representative, Buyer shall provide to the Sellers’ Representative on a semi-annual basis a written report concerning the status of the Development Product, including any unachieved Milestones. Buyer shall promptly (abut no later than five (5) During Business Days following the Pre-Closing Period, (iachievement of a Milestone) notify the Company shall afford Parent and its Representatives reasonable accessSellers’ Representative of the achievement of any Milestone. At the request of the Sellers’ Representative, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts notice and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access shall be conducted at a reasonable timetime and location, under the supervision of appropriate personnel Sellers’ Representative shall be entitled to ask, and have answered, reasonable questions about the status of the CompanyDevelopment Product. The Sellers’ Representative covenants and agrees to keep secret and retain in strictest confidence, and in such a manner as shall not furnish, make available or disclose to unreasonably interfere with any third party (other than the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this AgreementSellers) or (B) if such disclosure would (i) result in use for the disclosure of any trade secrets Sellers’ Representative’s own benefit or the benefit of any third party, any Confidential Information, unless such information (i) was or becomes available to the public from a source other than the Sellers’ Representative or any Affiliate of the Sellers’ Representative, (ii) jeopardize any attorney-client is requested to be disclosed by a Governmental Authority or other required by Applicable Law or legal privilege process (so long as in which case the Company has Sellers’ Representative shall, to the extent reasonably cooperated practicable and legally permissible, provide Buyer with Parent in an effort advance notice of such required or requested disclosure, shall use commercially reasonable efforts (at Buyer’s sole cost and expense) to permit resist such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirementdisclosure, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (includingand, at the request of Parent Buyer, shall cooperate with Buyer, at Buyer’s sole cost and expense, to limit or prevent such disclosure), or (iii) becomes available to the Sellers’ Representative after the date hereof on a non-confidential basis from time a source other than the Group Companies, provided, that that such other source is not known by the Sellers’ Representative to time, reasonably assisting and cooperating be bound by a confidentiality agreement with Parent in the development or other obligation of a postconfidentiality to Buyer or any of its Affiliates with respect to such information. Buyer shall not provide Sellers’ Representative with any material non-Closing integration plan and making available its employees at reasonable intervals)public information without first obtaining Sellers’ Representative’s prior written consent that it wishes to receive such material non-public information. Notwithstanding anything herein to the contrary hereincontrary, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would Sellers’ Representative shall not be permitted under applicable Law as a result of COVID-19 to furnish, make available or any COVID-19 Measures. With respect to the disclose confidential information disclosed received pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives 2.8(f) to comply with, all any Person (other than to the Sellers (but excluding any assignee or transferee of its obligations under any Seller)) reasonably determined by Buyer to be a competitor of Buyer with respect to the Confidentiality AgreementDevelopment Product. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During the Pre-Closing Period, (i) the Company shall afford Parent Subject to any and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (applicable Law and prior to Closing, Seller shall permit Buyer and its representatives to have reasonable access to the Closing DateAssets and the Business, Seller's properties, Contracts related to the Company Business, Governmental Permits, and books and records and other documents and data of the Business, during regular business hours and upon reasonable advance written notice, and Seller shall otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the Assets and the Business; provided, however, that to the extent any such documents or information are subject to confidentiality restrictions on disclosure, Seller shall use commercially reasonable efforts to obtain consent to the disclosure thereof or, if such consent cannot be obtained, Seller shall provide Parent’s outside legal counsel a customary USB containing as much information regarding such documents or information as is permissible under such confidentiality restrictions on disclosure (e.g., by means of redacted disclosure or of summarization) and shall use all commercially reasonable efforts to obtain consent, if required, to such arrangements, but if any such consent cannot be obtained, Seller shall not be required to violate any obligation of confidentiality to which Seller is subject in discharging its obligations pursuant to this Section 5.1, nor shall the contents foregoing require Seller to permit any inspection of such virtual data room)documents subject to Seller's attorney-client privilege, or to permit inspection or to disclose any information, to the extent that in Seller's reasonable judgment it would result in the loss of trade secret protection at law or in equity for any trade secrets; provided provided, further, that Buyer and its representatives comply with the Confidentiality Agreement. The foregoing sentence notwithstanding, with respect to clause (ithe agreements listed on Schedule 1.1(b)(xv), any Seller shall only be obligated to request in writing authorization from the relevant party to provide such access confidential information to Buyer. To the extent Buyer requests copies of documents from Seller pursuant to this Section 5.1, Buyer may direct its request to an appropriate person at the Facilities and, if Buyer does so, simultaneously to an Authorized Representative of Seller that is not located at the Facilities. Buyer agrees that such investigation shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation operations of Seller, and Buyer and its representatives shall not speak to any of the business employees of the Company. Nothing herein Business without the prior consent (which shall require the Company to disclose any information to Parent (Anot be unreasonably withheld or delayed) of an Authorized Representative of Seller, such communications shall be limited to the extent related to an Acquisition Proposal, Change purposes of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by effecting the terms of this Agreement) or (B) if such disclosure would (i) result contemplated transactions and transition planning and shall only be made in the disclosure presence of any trade secrets an Authorized Representative of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 MeasuresSeller. With respect to Buyer's communication with employees of the Business located at the Wichita Facility, Seller agrees to make an Authorized Representative of Seller available at the Wichita Facility at all reasonable times. Despite the foregoing, Buyer shall have reasonable direct access to those employees of Seller listed on Schedule 5.1 solely for purposes of reasonable ongoing due diligence, transition planning and labor union consultation relating to the transactions contemplated by this Agreement without the prior consent of Seller and without a representative of Seller being present, so long as Buyer does not interfere with the day-to-day responsibilities of such employees, such employees will not be directly involved in negotiations with Seller relating to transactions contemplated by this Agreement, to the extent counsel for Buyer contacts such employees, such contact is only for the purpose of obtaining information disclosed pursuant or with respect to this Section 5.4, Parent shall comply withassistance in negotiation with parties other than Seller, and Buyer acknowledges that Seller is not responsible for any information provided to Buyer by such an employee. To the extent any Person listed on Schedule 5.1 is an employee of Seller employed as an attorney for Seller, Buyer shall instruct Parent’s Representatives only be allowed reasonable access to comply with, all of its obligations under such Person with respect to factual matters but shall not be entitled to discuss matters protected by the Confidentiality Agreementattorney-client privilege or that constitute attorney work product. Buyer shall not be permitted to solicit legal advice from such Person and hereby acknowledges that any such Person is counsel to Seller and not to Buyer. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. (a) During Between the Pre-date of this Agreement and --------------------- the Closing PeriodDate, Seller shall (and shall cause the Seller Subsidiaries to) (i) the Company shall afford Parent during ordinary business hours and its Representatives reasonable access, upon reasonable notice, give Buyer and the Buyer Representatives reasonable access to all books, records, plants, offices and other facilities and properties constituting the Purchased Assets or the Assumed Liabilities; (ii) permit the Buyer and the Buyer representatives to make such reasonable inspections thereof as the Buyer may reasonably request; (iii) cause its officers and advisors to furnish Buyer with such financial and operating data and other information with respect to the Purchased Assets or the Assumed Liabilities as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each report, schedule, or other document filed or received by Seller between the date of this Agreement and the Closing Date with the SEC, FERC, PUCN, or other Governmental Authority with respect to the Purchased Assets or the Assumed Liabilities; (v) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; and (vi) at Buyer's reasonable request make available to Buyer and the Buyer Representatives, to answer questions concerning the Purchased Assets, the operation of the Purchased Assets, or the Assumed Liabilities, personnel of the Seller during ordinary business hours for reasonable time periods at locations reasonably selected by Seller (such personnel shall be reasonably suited to answer questions based on the scope of their responsibilities); provided, however, that (A) all of the properties, books, Contracts and records of the Company and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any of its Subsidiaries as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such virtual data room); provided that with respect to clause (i), any such access inspections and investigations shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company, and in such a manner as not to interfere unreasonably interfere with the normal operation of the business Purchased Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the Company. Nothing herein shall require the Company to disclose attorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to Parent supply and (D) the number of individuals representing Buyer in such inspections at any given time, shall not exceed seven (7) unless Seller consents to a number larger than seven (7) and such consent shall not be unreasonably withheld. Notwithstanding anything in this Section 7.2(a) to the contrary, prior to the Closing Date, Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets (except for such environmental sampling or testing as Buyer may reasonably deem necessary to investigate (i) the validity of any claims, actions, proceedings or investigations instigated by any Governmental Authority on or after the date hereof with respect to any alleged violation of Environmental Laws or (ii) any other environmental condition arising or occurring on or after the date hereof which Buyer reasonably believes may constitute a violation of Environmental Laws. (b) The Parties agree that between the date hereof and the Closing Date, at the sole responsibility and expense of Buyer, Seller shall, and shall cause the Seller Subsidiaries to, permit designated representatives ("Observers") of Buyer to regularly observe, in the presence of personnel of Seller and at Buyer's reasonable discretion, all operations of Seller and the Seller Subsidiaries that relate specifically to the Purchased Assets, and the operation thereof, and to observe material discussions with third parties relating specifically to the Purchased Assets or the Assumed Liabilities; provided, however, that (A) any such observations shall be conducted in such a manner as not to interfere unreasonably with the extent related operation of the Purchased Assets, (B) Buyer shall not be entitled to an Acquisition Proposalobserve any discussions between Seller and its legal counsel or accountants and shall not otherwise be entitled to observe any activities or discussions which may constitute a waiver of the attorney-client or other privilege, Change of Recommendationand (C) Seller need not permit the Observers to observe or participate in discussions concerning any information which Seller are under a legal or contractual obligation not to disclose. The Observers may recommend or suggest that actions be taken or not be taken by Seller; provided, Notice of Superior Proposal however, that Seller will be under no obligation to follow any such recommendations or Notice of Intervening Event (except as otherwise required by suggestions and that Seller shall be entitled, subject to the terms of this Agreement) , to conduct their business in accordance with their own judgment and discretion. The Observers shall have no authority to bind or (B) if such disclosure would (i) result in the disclosure make agreements on behalf of Seller or any trade secrets Seller Subsidiaries, to conduct discussions with or make representations to third parties on behalf of Seller or any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of Seller Subsidiaries or to disclose such information on a basis that does not waive such privilege with respect thereto) issue instructions to or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract direct or exercise authority over Seller or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Seller Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4of their respective officers, Parent shall comply withemployees, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one advisors or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Businessagents. (c) No All information furnished to or knowledge obtained in any investigation by the Buyer and the Buyer Representatives pursuant to this Section 5.4 7.2 shall affect be subject to the provisions of the Confidentiality Agreement and shall be treated as "Evaluation Material" (as defined in the Confidentiality Agreement). (d) For a period of ten (10) years after the Closing Date, the Seller and its representatives shall have reasonable access to all of the books and records of the Purchased Assets, as the case may be, transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller in connection with matters relating to or affected by the operation of the Purchased Assets prior to the Closing Date. Such access shall be deemed afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller shall be solely responsible for any costs or expenses incurred by them pursuant to modify this Section 7.2(d). If the Buyer shall desire to dispose of any representationsuch books and records prior to the expiration of such ten-year period, warrantythe Buyer shall, covenantprior to such disposition, agreement or condition contained hereingive the Seller a reasonable opportunity at the Seller's expense, to segregate and remove such books and records as the Seller may select.