Common use of Access and Information Clause in Contracts

Access and Information. (a) Prior to the Closing, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior TetriDyn shall: (i) afford OTE and its officers, directors, employees, accountants, consultants, legal counsel, agents, and other representatives (collectively, the “OTE Representatives”) reasonable access at reasonable times, upon reasonable prior notice, to the Closingofficers, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premisesdirectors, employees, agents, properties, personneloffices, booksand other facilities of TetriDyn and to the books and records thereof; and (ii) furnish promptly to OTE and the OTE Representatives such information concerning the business, properties, contracts, records, Contractsand personnel of TetriDyn (including financial, commitmentsoperating, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat other data and their respective Subsidiaries information) as may be necessary reasonably requested, from time to permit time, by OTE and the GE EntitiesOTE Representatives. (b) OTE shall: (i) afford to TetriDyn and its officers, at their sole expensedirectors, employees, accountants, consultants, legal counsel, agents, and in a manner so as not unreasonably to interfere with other representatives (collectively, the normal operations of SES and its Subsidiaries“TetriDyn Representatives”), reasonable access at reasonable times, upon reasonable prior notice, to makethe officers, directors, employees, accountants, agents, properties, offices, and other facilities of OTE (including any subsidiary) and to the books and records thereof; and (ii) furnish promptly to TetriDyn and the TetriDyn Representatives such information concerning the business, properties, contracts, records, and personnel of OTE (including any subsidiary) (including financial, operating, and other data and information) as may be reasonably requested, from time to time, by TetriDyn and the TetriDyn Representatives. (c) Notwithstanding the foregoing provisions of this section, no Party shall be required to grant access or cause furnish information to the other Party to the extent that such access to or the furnishing of such information is prohibited by Law. No investigation by the Parties made heretofore or hereafter shall affect the representations and warranties of the Parties that are herein contained, and each such representation and warranty shall survive such investigation. (d) The information received pursuant to this section shall be deemed to be made“Confidential Information.” Each Party agrees that it will treat in confidence all documents, such investigation thereof as materials, and other Confidential Information that it shall have obtained regarding the GE Entities reasonably deem necessary or advisable in connection with other Party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement, and SES shall hereby (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to whether obtained before or after the date of this Agreement), the investigation provided for herein, and the preparation of this Agreement and other related documents. Such documents, materials, and other Confidential Information shall not be communicated to any third person (including other than to such Party’s respective counsel, accountants, financial advisers, or lenders) and shall not be used for any information obtained by purpose to the GE Entities pursuant to this Section 6.3) detriment of the other Party. No Party shall diminishuse any Confidential Information in any manner whatsoever except solely for the purpose of evaluating a possible business relationship with the other Party. No Party and no OTE Representative or TetriDyn Representative will, obviate or cure any breach during the term of any representation, warranty, covenant or agreement contained in this Agreement or at any Ancillary Agreement nor shall time during the conduct two years thereafter, irrespective of the time, manner, or completion cause of termination of this Agreement, use, disclose, copy, or assist any other person in the use, disclosure, or copying of any such investigation be a condition to any documents, materials, or other Confidential Information of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesother Party. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (ai) Prior The provisions of this Section 4.1(c)(i) shall apply, (x) with respect to the ClosingInvestor, SES shall permit from the Signing Date until the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Preferred Shares and (y) with respect to the Inspector General of the Treasury and the Comptroller General of the United States, from and after the Signing Date but, after the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Preferred Shares, only with respect to the period in which the Investor or one of its Affiliates directly or indirectly owned any Preferred Shares. Subject to the foregoing, and limited solely to information determined by the Investor to be relevant to the Preferred Shares, the Recipient will permit, and shall cause each of its Affiliates the Recipient’s Subsidiaries to permit) representatives , the Investor, the Inspector General of the GE Entities Treasury and the Comptroller General of the United States and their respective agents, consultants, contractors and advisors to have (x) examine any books, papers, records, Tax returns (including all schedules and attachments thereto), data and other information, (y) make copies thereof and (z) discuss the affairs, finances and accounts of the Recipient and the Recipient Subsidiaries with the personnel (including the principal officers) of the Recipient and the Recipient Subsidiaries, all upon reasonable access notice, provided, that: (A) any examinations and discussions pursuant to this Section 4.1(c)(i) shall be conducted during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a such manner so as not unreasonably to interfere unreasonably with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors the business of the Recipient and officers the Recipient Subsidiaries; (B) neither the Recipient nor any Recipient Subsidiary shall be required by this Section 4.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation (including laws and regulations relating to the use or disclosure of AsiaSat and Star One and their respective Subsidiaries; confidential supervisory information), or (iiy) any document or information, if that such disclosure would violate applicable Law reasonably be expected to cause a violation of any agreement to which the Recipient or any Recipient Subsidiary is a party or would cause a risk of a loss of privilege to the Recipient or any Recipient Subsidiary (iiiprovided that the Recipient shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) such portions apply); (C) the obligations of documents or information which are subject to attorney-client privilege the Recipient and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining Recipient Subsidiaries to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or disclose information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation 4.1(c)(i) to the Inspector General of the Treasury or the Comptroller General of the United States and their respective agents, consultants, contractors or advisors, shall be subject to the agreement by the GE Entities Inspector General of the Treasury or their representatives the Comptroller General of the United States, as applicable, with respect to documents obtained under this Section 4.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Recipient as to information that should be afforded confidential treatment, as appropriate; and (D) for avoidance of doubt, any investigation or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities discussions pursuant to this Section 6.34.1(c)(i) shall diminishmay, obviate or cure at the Investor’s option, be conducted on site at any breach office of any representation, warranty, covenant or agreement contained in this Agreement the Recipient or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and Recipient Subsidiary. (ii) Subject to the GE Entities shall have no right to perform invasive or subsurface investigations assignment of the properties rights under this Section 4.1(c)(ii) pursuant to Section 4.1(c)(iii), from the Signing Date until the date on which all the Preferred Shares have been redeemed in whole, the Recipient will deliver, or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or will cause to be conducted Phase I reviews delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the properties Recipient, and facilities in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of Satlynx the Recipient as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Recipient for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year of the Recipient and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Recipient, a copy of any quarterly reports provided to other stockholders of the Recipient; (C) as soon as available after the Recipient receives any assessment of the Recipient’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Recipient is prohibited by applicable law or regulation from disclosing to the Investor)); (D) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Recipient; and (E) at the same time as such items are sent to any stockholders of the Recipient, copies of any information or documents sent by the Recipient to its Subsidiariesstockholders; provided, however that, notwithstanding clauses (A)-(E) of this Section 4.1(c)(ii), this Section 4.1(c)(ii) shall not require the Recipient to prepare audited financial statements if it does not otherwise prepare audited financial statements and shall not require the Recipient to submit Call Reports to the Investor. (biii) In order The Investor’s information rights pursuant to facilitate Section 4.1(c)(ii) and the resolution Investor’s right to receive certifications from the Recipient pursuant to Section 4.1(d)(i) may be assigned by the Investor to a transferee or assignee of any claims made against or incurred by SES the Preferred Shares with a liquidation preference of no less than an amount equal to ten percent (10%) of the initial aggregate liquidation preference of the Preferred Shares. (iv) Nothing in this Section shall be construed to limit the authority that the Inspector General of the Treasury, the Comptroller General of the United States or any of its Affiliates other applicable Governmental Entity has under law. (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7v) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities The Recipient shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior provide to the Closing and (ii) afford Investor all such information as the representatives of SES and its Affiliates reasonable access (including the right Investor may request from time to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior time related to the seventh anniversary study under Section 525 of Division N of the Closing Date in order to provide SES the opportunity to copy such books Consolidated Appropriations Act, 2021 and records in accordance with this Section 6.3(b)related studies.

Access and Information. (a) Prior From the date hereof until the Closing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours, upon reasonable advance notice, to the ClosingEmployees, SES shall permit (and shall cause each of its Affiliates to permit) representatives Specified Business, the Friendco Business, Assets that will be Transferred Assets as of the GE Entities to have reasonable access during normal business hours Closing and upon reasonable notice to all premisesthe Friendco Transferred Assets, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make(ii) furnish, or cause to be madefurnished, such investigation thereof to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transaction or the Exchange as Buyer from time to time reasonably requests, including, subject to Section 5.11, by providing to Buyer or its accountants sufficient information (A) for the GE Entities reasonably deem necessary or advisable preparation of the pro-forma balance sheet and statements of income, stockholders’ equity and cash flows for the Parent Business (in connection each case, if requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the consummation requirements of the transactions contemplated by this AgreementSOA with respect to the Business, and SES shall (iii) instruct the Employees, and shall cause the SES Entities to) reasonably its counsel and financial advisors to cooperate with any such investigationsBuyer in its investigation of each Specified Business and the Friendco Business, including instructing its accountants to give Buyer access to their work papers; provided, however, that SES in no event shall Buyer have access to any information that, based on advice of Seller’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Seller with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder. (b) From the date hereof until the Closing, subject to applicable Laws, Buyer shall, and shall cause Parent and its Controlled Affiliates may withhold to, (i) afford Seller and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Parent Business, (ii) furnish, or cause to be furnished, to Seller any document financial and operating data and other information with respect to the Parent Business, the Exchange, the Redemptions or in furtherance of the Transaction as Seller from time to time reasonably requests and (iii) instruct its employees, and its counsel and financial advisors to cooperate with Seller in its investigation of the Parent Business including instructing its accountants to give Seller access to their work papers; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that is subject in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Parent with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Seller, Buyer or Parent has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Seller shall not conduct any environmental sampling without the prior written consent of Buyer, which consent may be withheld in Buyer’s absolute discretion. All requests made pursuant to this Section 5.1(b) shall be directed to an executive officer of Buyer or such Person or Persons as may be designated by Buyer. All information received pursuant to this Section 5.1(b) shall be governed by the terms of a the TWX Confidentiality Agreement. No information or knowledge obtained in any investigation by Seller pursuant to this Section 5.1(b) shall affect or be deemed to modify any representation or warranty made by Buyer hereunder. (c) Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired, Buyer agrees to retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality agreement with a third party or obligations existing as of the Closing Date, grant to non-disclosure obligations under Seller and its representatives during regular business hours and subject to reasonable rules and regulations, the company policies right, at the expense of Seller, (i) to inspect and business custom governing copy the conduct of directors Books and officers of AsiaSat Records and Star One and their respective Subsidiaries; (ii) to have personnel of Buyer made reasonably available to them or have Buyer otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns and/or any document Tax inquiry, audit, investigation or informationdispute, if (B) any litigation or investigation or (C) the claims resolution, plan administration and case closing processes in the Reorganization Case; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure would of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any trade secrets of third parties or (3) violate any obligation of Buyer with respect to confidentiality (provided, that with respect to clause (3), to the extent specifically requested by Seller, Buyer or Parent has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). In no event shall Seller or its representatives have access to the Tax Returns of Buyer. No Books and Records shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof at the transferee’s expense. All information received pursuant to this Section 5.1(c) shall be governed by the terms of Section 5.1(e). (d) Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired (and with respect to Tax Returns, until the later of (I) the five year anniversary of the Closing and (II) the expiration of the statute of limitations with respect to such Tax Return), Seller agrees to retain all Books and Records in existence on the Closing Date and not transferred to Buyer (the “Retained Books and Records”), and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, (i) convey to Buyer copies of any Tax Returns of Seller or its Subsidiaries relating to periods (or portions thereof) ending on or after December 31, 1999 and on or before the Closing (including any amended Tax Returns relating to such periods that are filed by Seller after the Closing) (ii) grant to Buyer and its representatives the right, at the expense of Buyer and subject to reasonable rules and regulations, to inspect and make copies of any other Tax Returns of Seller or any of its Subsidiaries relating to periods (or portions thereof) ending on or before the Closing and any workpapers and tax software related to the Tax Returns described in clauses (i) or (ii) hereof, (iii) such portions of documents or information which are grant to Buyer and its representatives during regular business hours and subject to attorney-client privilege reasonable rules and regulations the provision right to inspect and make copies of whichRetained Books and Records not described in clauses (i) or (ii) hereof, as determined by SES’s counseland (iv) grant to Buyer and its representatives during regular business hours and subject to reasonable rules and regulations, may eliminate the privilege pertaining right, at the expense of Buyer, to such documentshave personnel of Seller made reasonably available to them or have Seller otherwise cooperate to the extent reasonably necessary, in each case, only after SES including in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute or (B) any litigation or investigation; provided, however, that in no event may Buyer or its Affiliates have used reasonable best efforts representatives inspect, examine, review, distribute or disclose in any form the specific contents of any of Seller’s or its Subsidiaries’ income or franchise Tax Returns (or copies thereof) provided by Seller either at Closing or at a later date or of workpapers or tax software related to enter into arrangements any such income or obtain consents franchise Tax Returns (or waivers that would permit SES copies thereof) until the specific contents of such income or franchise Tax Returns become relevant to Buyer in connection with (x) preparing and its Affiliates to make filing Tax Returns, or (y) any Tax inquiry, audit, investigation or dispute with a Government Entity, in each case, at which time Buyer may use such document Tax Returns and related workpapers and tax software (or information available copies thereof) for purposes reasonably related to the GE Entities, but has failed to enter into such arrangements activities described in (x) or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld)y) above; provided, further, that none of SES, SES’s in no event shall Buyer or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available representatives have access to any person unless information that, based on advice of Seller’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and until Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such person has signed information in a customary agreement relating to manner consistent with the preservation of such access to work papers legal privilege), (2) result in the disclosure of any trade secrets of third parties or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries (3) violate any obligation of Seller with respect to any information confidentiality (provided, that with respect to be provided clause (3), to the GE Entities extent specifically requested by Buyer or Parent, Seller has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). No Retained Books and Records shall be destroyed by Seller without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof at the transferee’s expense. (e) From and after the Closing, Seller and its Affiliates shall keep confidential any non-public information in their possession Related to the Business or related to the Transferred Assets (any such information that is required to keep confidential pursuant to this Section 6.3sentence shall be referred to as “Confidential Information”). No investigation Neither Seller nor its Affiliates shall disclose, or permit any of their respective directors, officers, employees or representatives to disclose, any Confidential Information to any other Person or use such information to the detriment of Buyer or its Affiliates; provided, that such party may use and disclose any such information (i) once it has been publicly disclosed (other than by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any such party in breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ its obligations under this Agreement. The GE Entities agree to abide by any safety rules Section 5.1(e)) or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) to the GE Entities extent that such party may, in the reasonable judgment of its counsel, be compelled by Law to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded Buyer the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. Except in respect of Excluded Assets and Excluded Liabilities, the Seller Confidentiality Agreement shall have terminate upon the Closing with no right to perform invasive or subsurface investigations of further Liability thereunder on the properties or facilities part of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesparty thereto. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior to Upon reasonable notice, each of the Closing, SES Company and Parent shall permit (and shall cause each of its Affiliates subsidiaries to) afford to permit) the other party and its representatives (including, without limitation, directors, officers and employees of the GE Entities to have reasonable other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, loan and upon reasonable notice to all premisescredit files, tax returns and work papers of independent auditors), properties, personnelpersonnel and to such other information as such party may reasonably request; provided, bookshowever, records, Contracts, commitments, reports of examination that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made herein. The Company and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expenseParent will not, and in a manner so as each will cause its representatives not unreasonably to, use any information obtained pursuant to interfere with the normal operations of SES and its Subsidiaries, this Section 5.3 for any purpose unrelated to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, the Company and Parent will keep confidential, and SES shall (will cause its representatives to keep confidential, all information and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities obtained pursuant to this Section 6.3. No investigation by 5.3 unless such information (i) was already known to the GE Entities Company or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such propertiesParent, as the case may be, with respect or an affiliate of the Company or Parent, (ii) becomes available to the GE Entities’ access and any information furnished Company or Parent, as the case may be, or an affiliate of the Company or Parent from other sources not known by such party to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained hereinbe bound by a confidentiality agreement, but subject to the provisions of Section 6.15, prior to the Closing, without (iii) is disclosed with the prior written consent approval of SES (i) the GE Entities shall not contact any suppliers toCompany or Parent, as the case may be, or customers of(iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, SES, its Subsidiaries each party shall promptly cause all copies of documents or their respective Affiliates with respect extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the Transferred Businesses (provided that party which furnished the GE Entities may contact customers same. The provisions of the AMC-23 Business if any such contact is made in the presence of a representative of SESConfidentiality Agreements dated April 5, or otherwise with SES’s consent in writing) 1999 and (ii) the GE Entities December 23, 1998 shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior survive to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to extent such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance terms are not inconsistent with this Section 6.3(b)5.3.

Access and Information. (a) Prior to the Closing, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after Between the date of this Agreement (including any information obtained by and the GE Entities pursuant Effective Time, the Company will give, and shall direct its accountants and legal counsel to this Section 6.3) shall diminishgive, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SESPurchaser, its Subsidiaries affiliates and their respective authorized representatives (including, without limitation, accountants, legal counsel and consultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the operator of Company and its subsidiaries, will permit the foregoing to make such propertiesreasonable inspections as they may require and will cause its officers, as the case may bewith reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the GE Entities’ access respective businesses and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers properties of the AMC-23 Business if any such contact is made in the presence of a representative of SESCompany and its subsidiaries as Purchaser may from time to time reasonably request, or otherwise with SES’s consent in writing) and (ii) a copy of each material report, schedule and other document filed or received by the GE Entities Company pursuant to the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives may, upon the prior approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities, and, following the time of first acceptance of Shares for payment under the Offer, Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have no right any adverse effect on Purchaser or Merger Sub's ability to perform invasive assert that conditions to Closing or subsurface investigations to the consummation of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its SubsidiariesOffer have not been satisfied. (b) In order Prior to facilitate the resolution execution and delivery of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitcothis Agreement, the Equity Interests or Company shall have delivered to Purchaser a copy of duly adopted resolutions of the Transferred Businesses)Board approving the execution, for a period delivery and performance of seven (7) years after the Closing or, if shorterCompany Transaction Documents, the applicable period specified in the GE Entities’ document retention policyOffer, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests Merger and the Transferred Businesses relating to periods prior to other transactions contemplated hereby and thereby, certified by the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary Secretary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)Company.

Access and Information. (a) Prior Subject to Section 6.4, the ClosingCompany shall, SES shall permit (and the Company shall cause each Company Subsidiary to, afford to Parent and its employees, accountants, actuaries, consultants, legal counsel, agents and other representatives (collectively, the "Parent Representatives") reasonable access at reasonable times to (and the right to inspect, as applicable) the officers, employees, accountants, agents, properties, offices, facilities, books and records, and contracts of its Affiliates the Company and each Company Subsidiary and furnish promptly to permitParent and the Parent Representatives such information (including, in the case of the contracts, copies thereof) concerning the business, operations, financial condition, properties, contracts, records and personnel of the Company and each Company Subsidiary (including financial, marketing, operating and other data and information) as may be reasonably requested, from time to time, by Parent. Notwithstanding the foregoing, the Company may limit the access provided for in this Section 6.3 the extent such access, as reasonably determined by the Company in light of the COVID-19 Pandemic or any COVID-19 Measures, could jeopardize the health and safety of any of the employees or other representatives of the GE Entities Company or any Company Subsidiary. (b) Parent shall have the right to have perform reasonable access during normal business hours non-intrusive Phase I environmental investigations, assessments and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports compliance audits of examination and documents any Owned Realty or Leased Realty (in the possession or control case of SES Leased Realty, solely to the extent the Company or any Company Subsidiary owns or is responsible for a generator or fuel tank on such Leased Realty and subject to receipt of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extentrequired landlord consent), but only shall not have the right to the extentperform any intrusive or evasive sampling, pertaining to the Transferred Businessestesting or assessments, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant type of activities commonly referred to this Section 6.3as a Phase II environmental investigation. (c) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities Parent shall (i) retain provide the books and records relating Company with reasonable advance notice of any request for access pursuant to Splitcothis Section 6.3, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford not contact any customer, supplier or employee of the representatives Company or of SES any Company Subsidiary without the Company's prior consent thereto in writing and (iii) avoid any undue disruption to the business operations of the Company or any of the Company Subsidiaries. Notwithstanding anything to the contrary contained in this Section 6.3, this Section 6.3 shall not apply with respect to any information or access the disclosure of which the Company reasonably determines (based on the advice of counsel, including the Company's internal counsel, and after consultation with Parent and its Affiliates reasonable access counsel) would cause the Company to waive any attorney-client privilege or breach any duty of confidentiality owed to any Person under any agreement to which the Company is a party (provided that, in either case, the Company and Parent shall reasonably cooperate in seeking alternative means (including the right through entering into a common interest agreement or such other means to make, at SES’s expense, photocopies), during normal business hours, allow disclosure but not waive attorney-client privilege) whereby such information will be disclosed to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying Parent without violating any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy agreement or waiving such books and records in accordance with this Section 6.3(battorney-client privilege).

Access and Information. (a) Prior to the Closing, SES shall permit (the Company shall, and shall cause each of Company Subsidiary to, afford Buyer or its Affiliates Representatives reasonable access, upon reasonable prior notice and during normal business hours to permitthe Group Companies’ executive personnel listed on Section 6.2(a) representatives of the GE Entities Disclosure Schedule and to the Group Companies’ properties, Contracts, books and records, and other documents and data; provided, however, that (i) any such access shall be conducted at Buyer’s expense, under the reasonable supervision of Company personnel and in such a manner as to maintain the confidentiality of such information and not to unreasonably interfere with the normal operation of the business of the Group Companies, (ii) neither Buyer nor any of Buyer’s Representatives shall contact, directly or indirectly, except in the ordinary course of Buyer’s business, any employee, customer or supplier of a Group Company without the Company’s prior written consent, which may be withheld in the Company’s reasonable discretion and (iii) no Group Company shall have any obligation to disclose any information to Buyer to the extent such disclosure would (A) result in a material breach of any agreement to which any Group Company is a party or is otherwise bound, (B) reasonably be expected to jeopardize any attorney-client or other legal privilege of any Group Company, or (C) result in a violation of any Laws or fiduciary duties applicable to any Group Company; provided, further, that the parties shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the foregoing restrictions set forth in clauses (A), (B) and (C) above apply. The information delivered to Buyer or its authorized representatives pursuant to this Agreement, including this Section 6.2(a), shall be subject to the Confidentiality Agreement. (b) Buyer shall (i) use its reasonable best efforts to properly retain and maintain the Tax and accounting records of the Group Companies that relate to Pre-Closing Periods or Straddle Periods for a period of six (6) years after Closing, to the extent that such records are in the Group Companies’ possession as of Closing, and shall thereafter provide Seller with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition and (iii) afford Seller and its Representatives reasonable access during normal business hours to the books and upon reasonable notice to all premises, properties, personnel, books, records, Contractsinformation, commitmentsemployees and auditors of the Group Companies, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat extent requested by Seller and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable useful in connection with the consummation of the transactions contemplated by this Agreementany audit, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigationsinvestigation, dispute or Legal Proceeding; provided, however, that, with regard to (ii), Seller agrees to reimburse Buyer promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with such activities. Notwithstanding the forgoing, Buyer and the Group Companies shall not be obligated to take any action that SES and its Affiliates may withhold (i) would violate any document Law or information that is subject to the terms of any Contract or confidentiality obligation to which Buyer or any Group Company is a confidentiality agreement with party, or result in a third party or to non-disclosure obligations under waiver of the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld)work-product doctrine; provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates the parties shall be obliged use commercially reasonable efforts to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data appropriate substitute arrangements under circumstances in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, which the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesforegoing restrictions apply. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior to From the date of this Agreement until the Closing, SES subject to Section 7.1 and to reasonable rules, regulations and policies of Seller and any applicable Laws, Seller shall permit (i) afford Purchaser and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access access, during normal regular business hours and upon reasonable advance notice to all premisesSeller, propertiesto the Latisys Companies and to the employees reasonably requested by Purchaser or as specified by Seller in connection with each such visit; provided, however, access to such employees will only be available upon reasonable notice to Seller to the attention of both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and at such times and places as they shall determine in their reasonable discretion. Any access shall be conducted (i) under the supervision of Seller’s or its Affiliate’s personnel, books(ii) subject to all of the standard protocols and procedures of the Latisys Companies, recordsincluding the requirement that visitors be escorted at all times, Contracts, commitments, reports of examination and documents in the possession or control of SES or (iii) subject to any of its Affiliates or to which SES or additional procedures required by any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expenselandlord, and (iv) in such a manner so as does not unreasonably to interfere with the normal operations of SES the Latisys Companies. All such access shall be at the risk of Purchaser and its Subsidiariesrepresentatives and agents, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable and in connection with the consummation of the transactions contemplated by this Agreementtherewith, Purchaser hereby agrees to indemnify and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries hold harmless Seller Indemnified Parties with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities Losses resulting from or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator arising out of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesaccess. (b) In order Following the Closing and until any applicable statute of limitations (including periods of waiver) has run, Purchaser agrees to facilitate retain all Books and Records in existence on the resolution of any claims made against or incurred by SES or any of Closing Date and to grant to Seller and its Affiliates (as they relate representatives during regular business hours and upon reasonable advance notice to SplitcoPurchaser, the Equity Interests or right, at the Transferred Businesses)expense of Seller, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain to inspect and copy the books Books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing Records and (ii) afford to have personnel of Purchaser made available to them or to otherwise cooperate to the representatives of SES extent reasonably requested by Seller, including in connection with (A) preparing and its Affiliates filing Tax returns and/or any Tax inquiry, audit, investigation or dispute, or (B) any litigation, audit, dispute, claim or investigation. No Books and Records shall be destroyed by Purchaser without first advising Seller in writing and giving Seller a reasonable access (including the right opportunity to make, obtain possession thereof at SESSeller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. Subject to Section 6.4 and applicable Law, from the date hereof until the Closing or earlier termination of this Agreement pursuant to Article VIII, Sellers, the Company and the Company Subsidiaries shall afford to Buyer and its Representatives access, to the extent reasonably required by Buyer and its Representatives acting in good faith, to (a) Prior the properties of the Company and the Company Subsidiaries and to the Closing, SES books and records thereof; and (b) specified members of management of the Company and the Company Subsidiaries as the parties hereto may reasonably agree; provided that all requests for access pursuant to this Section 6.3 shall permit (be made in writing and shall cause each of its Affiliates be directed to permit) representatives of the GE Entities and coordinated with such persons as Sellers may direct in writing (or such other person or persons as such person may designate in writing to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheldBuyer); provided, further, that none any such access shall be conducted at a reasonable time during normal business hours, upon reasonable advance notice to Sellers, under supervision of SES, SESthe Company’s or its Subsidiaries’ accountants, nor SESthe applicable Company Subsidiary’s Subsidiaries personnel and without undue disruption or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided interference to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any business operations of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or Company and the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3Company Subsidiaries. Notwithstanding anything to the contrary contained herein, but subject with respect to access to books and records, none of Sellers, the provisions Company or any Company Subsidiary shall be required to disclose to Buyer or Buyer’s Representatives Tax Returns of Section 6.15, prior to the Closing, without the prior written consent Sellers or any of SES their respective Affiliates or any information (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that extent related to the GE Entities may contact customers of the AMC-23 Business if any such contact is made sale process or Sellers’ evaluation thereof, including projections and financial or other information related thereto, other than projections and financial or other information prepared in the presence ordinary course of a representative of SESbusiness and not prepared for the sale process, or otherwise with SES’s consent in writing) and (ii) if doing so presents a reasonable risk of violating any Contract to which Sellers, the GE Entities shall have no right to perform invasive Company or subsurface investigations of the properties or facilities of any of SES their respective Subsidiaries is a party, (iii) where such access or information would violate any applicable Law or jeopardize the SES Entities; it being understood that protection of attorney-client or other applicable privilege, (iv) reasonably pertinent to any Action in which Sellers, the GE Entities may conduct Company or cause to be conducted Phase I reviews of any Company Subsidiary, on the properties one hand, and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES Buyer or any of its Affiliates Subsidiaries or Affiliates, on the other hand, are adverse parties, or (as they relate to Splitcov) that Sellers, the Equity Interests Company or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified any Company Subsidiary reasonably determines in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)good faith is competitively sensitive.

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to any applicable Laws, Stockholder shall permit (i) afford Parent and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access access, during normal regular business hours and upon reasonable notice to all premisesadvance notice, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, SplitcoApplicable Employees, the Equity InterestsBusiness Assets and the Company Books and Records (including payroll information and employee data), Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make(ii) furnish, or cause to be madefurnished, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, to Parent any financial and SES shall (operating data and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or other information that is subject available with respect to the terms of a confidentiality agreement with a third party or Companies as Parent from time to non-disclosure obligations under the company policies time reasonably requests in writing and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions instruct the Applicable Employees, and its counsel and financial advisors to cooperate with Parent in its investigation of documents or the Companies, including instructing its accountants to give Parent access to their work papers; provided that in no event shall Parent have access to any information which are subject to attorney-client privilege and the provision that (x) based on advice of which, as determined by SESStockholder’s counsel, may eliminate could create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or could jeopardize any legal privilege or (y) in the privilege pertaining reasonable judgment of Stockholder, could (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of Stockholder with respect to such documentsconfidentiality so long as, in each casewith respect to confidentiality, only after SES and its Affiliates have used Stockholder has made reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates a waiver regarding the possible disclosure from the third party to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements whom it owes an obligation of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld)confidentiality; provided, further, that none a Party may designate certain portions of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountantsdocuments as being provided on an outside-counsel basis only. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any All requests for information to be provided to the GE Entities made pursuant to this Section 6.35.1(a) shall be directed to an executive officer of Stockholder or such Person or Persons as may be designated by Stockholder. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any All information obtained by the GE Entities received pursuant to this Section 6.35.1(a) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall be governed by the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions terms of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries5.9. (b) In order Following the Closing, upon the request of another Party, each of Stockholder, Parent, Merger Sub and the Companies (other than Contado) shall, to facilitate the resolution extent permitted by Law and confidentiality obligations existing as of any claims made against or incurred by SES or any of the Closing, grant to a requesting Party and its Affiliates (as they relate to Splitcorepresentatives during regular business hours, the Equity Interests right, at the expense of such requesting Party, to inspect and copy the books, records and other documents in the granting Party’s possession pertaining to the operation of the Companies or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Foreign Equity Interests and the Transferred Businesses relating to periods Investments prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) with respect to Stockholder, for purposes of preparing the right requesting Party’s Tax Returns and with respect to makethe Companies, at SES’s expense, photocopies), during normal business hours, for any purpose reasonably related to such books and recordsthe Transaction; provided, however, provided that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any requesting Party agrees such books access will give due regard to minimizing interference with the operations, activities and records prior to the seventh anniversary employees of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)granting Party.

Access and Information. The Company and its subsidiaries shall (a) Prior afford to the ClosingParent and its accountants, SES shall permit (counsel and shall cause each of its Affiliates to permit) other representatives of the GE Entities to have reasonable full access during normal business hours (and upon reasonable notice at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all premises, of their properties, personnel, books, records, Contractscontracts, commitments, reports records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of examination each report, schedule and documents other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the possession right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or control defense of SES or any of its Affiliates the same or to which SES or in asserting any of its Affiliates otherwise has access their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the extentEffective Time (including, but only to the extentwithout limitation, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and SES shall the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and shall cause by-laws in effect on the SES Entities to) reasonably cooperate with any date hereof and subject to the terms of such investigationsarticles of incorporation and by-laws; provided, however, that SES in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its Affiliates may withhold expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) any document counsel for the Parent who shall conduct the defense of such claim or information that is subject litigation shall be reasonably satisfactory to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under Indemnified Party and the company policies Indemnified Party may participate in such defense at such Indemnified Party's expense, and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) the omission by any document or informationIndemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, if except to the extent that such disclosure would violate applicable Law or (iii) such portions omission results in a failure of documents or information which are subject actual notice to attorney-client privilege the Parent, and the provision Parent is actually prejudiced as a result of whichsuch failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as determined by SES’s counselstatements therefor are received; provided, may eliminate however, that the privilege pertaining to such documents, in each case, only after SES and Parent shall not be liable for any settlement effected without its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers prior written consent (but, subject to requirements of applicable Law, SES which consent shall provide the GE Entities notice of the nature of the information that is so not be unreasonably withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities Parent shall notify SES not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in writing at least 30 days the defense of any action or claim. The Parent shall not, in advance the defense of destroying any such books and records prior to claim or litigation, except with the seventh anniversary consent of the Closing Date in order Indemnified Party, consent to provide SES entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the opportunity Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to copy such books and records in accordance Indemnified Party of a release from all liability with this Section 6.3(b)respect to such claim or litigation.

Access and Information. (a) Prior to the ClosingCompany shall, SES shall permit (and shall cause each of its Affiliates subsidiaries to permit(i) representatives of afford to Acquiror and the GE Entities to have Acquiror Representatives reasonable access during normal business hours and at reasonable times, upon reasonable notice prior notice, to all premisesthe officers, employees, accountants, agents, properties, personnel, offices and other facilities of Company and its subsidiaries and to the books, records, Tax Returns and other documents thereof (including, at the request of Acquiror, copies thereof) and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, properties, Contracts, commitments, reports records and personnel of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES Company and its Subsidiariessubsidiaries (including, without limitation, financial, operating and other data and information and any notice, report or other document filed with or supplied to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable any Governmental Entity in connection with the consummation Merger or any of the other transactions contemplated by this Agreement) as may be reasonably requested, and SES shall from time to time, by Acquiror. (and shall cause b) During the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after period from the date of this Agreement to the Effective Time, Acquiror shall, and shall cause its subsidiaries to, furnish promptly to Company and the Representatives such information concerning the business, properties and records of Acquiror and its subsidiaries (including including, without limitation, financial, operating and other data and information and any notice, report or other document filed with or supplied to any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement (other than any such notice, report or other document the subject of which is a third party other than Company)) as may be reasonably requested, from time to time, by Company. (c) Notwithstanding the foregoing provisions of this Section 6.5, neither party hereto shall be required to grant access or furnish information obtained by to the GE Entities requesting (d) If this Agreement is terminated, each party shall, upon the request of the other party hereto, redeliver to such party all nonpublic written material provided pursuant to this Section 6.3) 6.5 and shall diminishnot retain any copies, obviate extracts or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator other reproductions of such propertieswritten material. In such event, as all documents, memoranda, notes and other writings (including all electronic versions thereof) prepared by the case may be, with respect redelivering party based on the information in such material shall be destroyed (and the redelivering party shall use reasonable efforts to the GE Entities’ access and any information furnished to the GE Entities or cause its representatives pursuant to this Section 6.3. Notwithstanding anything to similarly destroy the contrary contained hereindocuments, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) memoranda and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(bnotes).

Access and Information. (a) Prior to Until the Closing, SES shall permit (subject only to applicable rules and shall cause each of its Affiliates to permit) representatives regulations of the GE Entities FCC, Osbo▇▇ ▇▇▇ll afford to have reasonable access Mergeco and its representatives (including accountants and counsel) full access, during normal business hours and hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the business of Osbo▇▇ ▇▇ its subsidiaries, to all premises, properties, personnel, books, recordsrecords and returns of Osbo▇▇ ▇▇▇ its subsidiaries and all other information with respect to its business, Contractstogether with the opportunity to make copies of such books, commitmentsrecords and other documents and to discuss the business of Osbo▇▇ ▇▇▇ its subsidiaries with such corporate officers, reports station managerial personnel (including the General Manager, Station Manager, General Sales Manager, Programming Director, Business Manager and Traffic Manager, or persons performing comparable duties, of examination each Station), accountants, consultants and documents in counsel for Osbo▇▇ ▇▇ Mergeco deems reasonably necessary or appropriate for the possession or control purposes of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to familiarizing itself with Osbo▇▇ ▇▇▇ the extentStations, but only to the extentincluding, pertaining to the Transferred Businesses, Splitcowithout limitation, the Equity Interests, Star One, AsiaSat right to visit each Station at least monthly; provided that such Station visits shall be scheduled at least five business days in advance and their respective Subsidiaries as may shall be necessary to permit the GE Entities, at their sole expense, and conducted in a manner so as not unreasonably intended to interfere minimize the disruption to the operations of the Stations. In furtherance of the foregoing, Osbo▇▇ ▇▇▇ll authorize and instruct Ernst & Young LLP to meet with Mergeco and its representatives, including its independent public accountants, to discuss the business and accounts of Osbo▇▇ ▇▇▇ to make available (with the normal operations of SES opportunity to make copies) to Mergeco and its Subsidiariesrepresentatives, including its independent public accountants, all the work papers of Ernst & Young LLP related to maketheir audit of the consolidated financial statements and tax returns of Osbo▇▇. ▇ll information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement (herein so called) dated May 30, or cause to be made1996 between Hicks, Muse, Tate & ▇urs▇ ▇▇▇orporated and Osbo▇▇ ▇▇▇il such investigation thereof time as the GE Entities reasonably deem necessary or advisable transactions contemplated by this Agreement have been consummated. Osbo▇▇ ▇▇▇ves any provisions in connection with the Confidentiality Agreement that would otherwise prohibit the execution of this Agreement and the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiarieshereby. (b) In order Within 30 days after the end of each calendar month (other than in the case of December 1996, and then within 90 days after the end of such month), Osbo▇▇ ▇▇▇ll deliver to facilitate Mergeco, for each of the resolution Stations, and for Osbo▇▇ ▇▇ a whole, monthly operating statements (in a form consistent with the monthly operating statements previously supplied to Mergeco) prepared in the ordinary course of any claims made against or incurred business for internal purposes, including comparisons to comparable prior year periods and current year budget. Further, within 45 days after the end of each calendar quarter, Osbo▇▇ ▇▇▇ll deliver to Mergeco, for each of the Stations, quarterly statements prepared in the ordinary course for internal purposes containing the dollar amount of all trade and barter agreements of each Station. Osbo▇▇ ▇▇▇ll deliver to Mergeco the rating books and such other ratings information subscribed to by SES Osbo▇▇ ▇▇▇luding, without limitation, Arbitrends, Accuratings or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary other written information reflective of the Closing Date in order to provide SES quantitative or qualitative nature of the opportunity to copy such books and records in accordance with this Section 6.3(b).audiences of the Stations for each of the Stations upon receipt of the same by the corporate officers of Osbo▇▇. ▇sbo▇▇ ▇▇▇ll

Access and Information. (a) Prior to the Closing, SES Each of Meer and Parent shall permit (and shall cause each of its Affiliates officers, directors, employees, auditors and agents to) afford to permit) the other and to the other's officers, employees, financial advisors, legal counsel, accountants, consultants and other representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice throughout the period prior to the Effective Time to all premises, of its books and records and its properties, personnelplants and personnel and, booksduring such period, recordseach shall furnish promptly to the other a copy of each report, Contractsschedule and other document filed or received by it pursuant to the requirements of federal securities laws, commitmentsprovided that no investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. (b) Parent shall retain an environmental consultant reasonably acceptable to Meer to undertake a Phase I environmental assessment of each real property owned or leased by Meer and used for the Business in accordance with a Phase I scope of work generally followed by nationally recognized environmental consulting firms and the protocol established by the American Society for Testing and Materials, reports "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process", E-1527-97. Meer shall provide all necessary or appropriate access to said real properties for the conduct of examination the Phase I environmental assessment and documents shall provide to Parent or the environmental consultant any and all information concerning the environmental condition of the real properties in the their custody, possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates control, including, all reports, data, assessments, investigations, tests. (c) Unless otherwise has access to the extentrequired by law, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES each party agrees that it and its Subsidiariesdirectors, officers, employees, partners, Affiliates, financing sources, agents, advisors or representatives (collectively, "Representatives") shall hold in confidence all non-public information so acquired or otherwise disclosed to makehim, her or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable it in connection with the consummation of this Agreement or the transactions contemplated by hereby and make no use of such confidential information except in connection with this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold neither Meer or the Stockholders (the "Meer Parties"), on the one hand, nor Parent nor Sub (the "Parent Parties"), on the other hand, shall be required to maintain the confidentiality of any confidential information that (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information becomes generally available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements public other than as a result of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation disclosure by the GE Entities Meer Parties or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such propertiesParent Parties, as the case may be, or their respective Representatives, (ii) were available to the Meer Parties or Parent Parties, as the case may be, on a non-confidential basis prior to the disclosure of such information pursuant to this Agreement, provided that the source of such information was not known by the Meer Parties or Parent Parties, as the case may be, or their Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, any of the Meer Parties or Parent Parties, as the case may be, or any of their affiliates, with respect to the GE Entities’ access and any information furnished such material, or (iii) becomes available to the GE Entities Meer Parties or its representatives pursuant Parent Parties, as the case may be, on a non-confidential basis from a source other than the Meer Parties or Parent Parties, as the case may be, or their Representatives, provided that the source of such information was not known by any of the Meer Parties or Parent Parties, as the case may be, or their Representatives, to this Section 6.3be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Meer Parties or Parent parties, as the case may be, or any of their affiliates. Notwithstanding anything in the foregoing to the contrary contained hereincontrary, but subject a party may disclose confidential information if and to the provisions of Section 6.15extent that such party has been advised by counsel that such disclosure is required under applicable Laws and, prior to the Closingsuch disclosure, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers toif practical, or customers ofsuch party, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that extent not otherwise prohibited from doing so under applicable Laws, promptly advise and consult with Meer or Parent, as applicable, concerning the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause information proposed to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesso disclosed. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior to the ClosingClosing Date, SES shall permit the Company will, and the Parent will cause the Company and each Subsidiary to, give Holdings (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable prospective lender considering providing financing in connection with the consummation transactions contemplated hereby) and their authorized representatives (including accountants) access and the right to inspect at regular business hours, upon reasonable notice, all of the offices, equipment, properties and facilities of the Company and each Subsidiary, to all contracts, agreements, commitments, books and records of the Company and each Subsidiary and to the personnel and agents (including auditors) of the Company and each Subsidiary. (b) Until the earlier of the Closing Date and the termination of this Agreement in accordance with Section 7.1, neither the Company nor the Parent will, and each will cause each Subsidiary and all of the foregoing' affiliates, employees, directors, representatives and agents not to, directly or indirectly, take any action to solicit, encourage, initiate, furnish information relating to or participate in negotiations or discussions relating to, or enter into any agreement with respect to, any merger, consolidation or other business combination involving the Company or any Subsidiary or any sale of the capital stock (or other equity securities), assets or businesses of the Company or any Subsidiary, other than the transactions contemplated by this Agreement and any transactions relating to the Non-Acquired Subsidiaries (any offers or inquiries pertaining to any of the foregoing matters except for those referred into the last clause being referred to in this Agreement as an "Acquisition Transaction Proposal"); provided, however that nothing contained in this Agreement shall prevent the Company or its Board of Directors, directly or through representatives or agents acting on their behalf, from (i) furnishing information to, or entering into discussions or negotiations with, any person or entity in connection with an unsolicited bona fide written Acquisition Transaction Proposal by such person or entity, which Acquisition Transaction Proposal involves all or substantially all of the assets and business of the Company and the Subsidiaries or a sale of all or substantially all of the capital stock (or other equity securities) of the Company and the Subsidiaries (a "Qualified Proposal"), (ii) engaging in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Qualified Proposal, or (iii) prior to the Stockholders Meeting, terminating this Agreement in accordance with Section 7.1(e) and thereafter entering into any agreement with respect to, agreeing to, approving or recommending any Qualified Proposal, where (1) such Qualified Proposal would, if consummated, result in a transaction that would, in the reasonable good faith judgment of the Board of Directors of the Company, be a transaction that is more favorable to the Company's stockholders (any such more favorable Qualified Proposal being referred to in this Agreement as a "Superior Proposal"), (2) the failure to take such action would in the reasonable good faith judgment of the Board of Directors of the Company, after consultation with outside corporate counsel of the Company, be contrary to the fiduciary duties of the Board of Directors of the Company to the Company's stockholders under applicable law and (3) the Company has delivered to Holdings five business days prior written notice, including a copy of the definitive documents relating to such Superior Proposal and advising Holdings that it intends to take such action and in determining whether to enter into any agreement with respect to any Qualified Proposal, the Board of Directors of the Company has taken into account any changes to the financial terms of this Agreement proposed by Holdings in response to the notice provided in this Section 5.2(b) (the covenant set forth in this Section 5.2(b)(3) is the "Termination Covenant"). Upon execution of this Agreement, the Company and SES the Parent shall (and shall cause the SES Entities to) reasonably cooperate Subsidiaries, and each of the foregoings affiliates, employees, directors, representatives and agents, to immediately cease any discussions or negotiations with any such investigations; providedpersons (other than the parties to this Agreement and their affiliates, however, that SES representatives and its Affiliates may withhold (iadvisors) any document or information that is subject initiated prior to the terms execution of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries this Agreement with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities Acquisition Transaction Proposal and shall request (or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to if any of them has contractual rights to do so, demand) the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules return of conduct reasonably imposed by SESall documents, its Subsidiaries or the operator of such propertiesanalyses, as the case may befinancial statements, with respect to the GE Entities’ access projections and any other data and information previously furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact others in connection with any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariespotential Acquisition Transaction Proposal. (bc) In order to facilitate The Company shall promptly notify Holdings of receipt by the resolution Company, the Parent or any Subsidiary (or their advisors) of any claims made against or incurred by SES Acquisition Transaction Proposal or any of its Affiliates (as they relate to Splitco, the Equity Interests request for nonpublic information in connection with any Acquisition Transaction Proposal or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior access to the Closing properties, books or records of the Company or any Subsidiary by any person or entity that informs the Company that it is considering making, or has made, any Acquisition Transaction Proposal. Such notice to Holdings shall be made orally and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days and shall indicate in advance reasonable detail the terms and conditions of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)proposal, inquiry or contact.

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to Section 7.1 and to reasonable rules, regulations and policies of Seller and any applicable Laws, Seller shall permit (i) afford Purchaser and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access access, during normal regular business hours and upon reasonable advance notice to all premisesSeller, propertiesto the PEP Companies and to the employees specified by Seller in connection with each such visit; provided, however, access to such employees will only be available upon reasonable notice to Seller to the attention of ▇▇▇▇ ▇▇▇▇▇ and at such times and places as ▇▇▇▇ ▇▇▇▇▇ shall determine in his reasonable discretion. Any access shall be conducted (A) under the supervision of Seller’s or its Affiliate’s personnel, books(B) subject to all of the standard protocols and procedures of the PEP Companies, recordsincluding the requirement that visitors be escorted at all times, Contracts, commitments, reports of examination and documents in the possession or control of SES or (C) subject to any of its Affiliates or to which SES or additional procedures required by any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expenselandlord, and (D) in such a manner so as does not unreasonably to interfere with the normal operations of SES the PEP Companies. All such access shall be at the risk of Purchaser and its Subsidiariesrepresentatives and agents, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable and in connection with the consummation of the transactions contemplated by this Agreementtherewith, Purchaser hereby agrees to indemnify and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; providedhold harmless Seller, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or informationofficers, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege directors, members, agents, representatives, successors and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries assigns with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities Damages resulting from or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator arising out of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesaccess. (b) In order Following the Closing and until any applicable statute of limitations (including periods of waiver) has expired, Purchaser agrees to facilitate retain all Books and Records in existence on the resolution of any claims made against or incurred by SES or any of Closing Date and to grant to Seller and its Affiliates (as they relate representatives during regular business hours and upon reasonable advance notice to SplitcoPurchaser, the Equity Interests or right, at the Transferred Businesses)expense of Seller, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain to inspect and copy the books Books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing Records and (ii) afford the representatives to have personnel of SES and its Affiliates reasonable access (including the right Purchaser made available to make, at SES’s expense, photocopies), during normal business hours, them or to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior otherwise cooperate to the seventh anniversary of the Closing Date extent reasonably requested by Seller, including in order to provide SES the opportunity to copy such books connection with (A) preparing and records in accordance with this Section 6.3(b)filing Tax returns and/or any Tax inquiry, audit, investigation or dispute, or (B) any litigation, audit, dispute, claim or investigation.

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to reasonable rules and regulations of Seller and any applicable Legal Requirements, Seller shall permit (i) afford Buyer and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access Representatives access, during normal regular business hours and upon reasonable notice to all premisesadvance notice, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, SplitcoEmployees, the Equity InterestsAssets and the Books and Records, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make(ii) furnish, or cause to be madefurnished, such investigation thereof to Buyer any financial and operating data and other information that is available with respect to the Assets, Assumed Liabilities or the Product Line as Buyer from time to time reasonably requests and (iii) instruct the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, Employees and SES shall (and shall cause the SES Entities to) its Representatives to reasonably cooperate with any such investigations; providedBuyer in its investigation of the Assets, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege Assumed Liabilities and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountantsProduct Line. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities No investigation pursuant to this Section 6.37.4(a) shall alter any representation or warranty given hereunder by Seller. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any All requests for information obtained by the GE Entities made pursuant to this Section 6.37.4(a) shall diminish, obviate be directed to an executive officer of Seller or cure any breach of any representation, warranty, covenant such Person or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation Persons as may be a condition to any of the GE Entities’ obligations under this Agreementdesignated by Seller. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any All information furnished to the GE Entities or its representatives received pursuant to this Section 6.3. Notwithstanding anything to 7.4(a) shall be governed by the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers terms of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its SubsidiariesConfidentiality Agreement. (b) In order Following the Closing, upon the request of the other party, Seller and Buyer shall, to facilitate the resolution extent permitted by applicable Legal Requirements and confidentiality obligations existing as of any claims made against or incurred by SES or any the Closing Date, grant to the other party and its Representatives during regular business hours and subject to reasonable rules and regulations of its Affiliates (as they relate to Splitcothe granting party, the Equity Interests right, at the expense of the non-granting party, to inspect and copy the books, records and other documents in the granting party’s possession pertaining to the operation of the Assets or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods Product Line prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either party have access to legally privileged information of the right to makeother party, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior or to the seventh anniversary consolidated federal, state or local Tax Returns of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)other party.

Access and Information. (a) Prior Grande Holdings and Grande Operating shall afford to the ClosingParent Parties, SES shall permit (their prospective sources of the Financing and shall cause each of its Affiliates to permit) the respective advisors, legal counsel, accountants, consultants and other authorized representatives of and to the GE Entities to have foregoing reasonable access during normal business hours and upon reasonable notice throughout the period prior to the Closing to all premises, properties, personnel, of its books, records, Contractsproperties, commitmentscontracts, reports leases, plants and personnel and, during such period, each shall make available promptly to the Parent Parties (i) a copy of examination each report, schedule and documents in other document filed or received by it pursuant to the possession requirements of federal or control of SES or state securities Laws, and (ii) all other information as any of its Affiliates them reasonably may request, provided, that no investigation pursuant to this Section 7.1 shall affect any representations or to which SES warranties made herein or any of its Affiliates otherwise has access the conditions to the extentobligations of the respective parties to consummate the Transactions and neither Grande Holdings nor Grande Operating shall be deemed to make any representation or warranty with respect to any reports or other information provided pursuant to this Section 7.1. (b) Without limiting the generality of Section 7.1(a), but only from the date hereof through the Closing, Grande Holdings shall cause Grande Employees that are director level and above (including applicable general managers or vice presidents) to participate in a monthly telephonic meeting with Parent’s representatives during which such Grande Employees shall provide an update as to the extent, pertaining operations and performance of the Business and matters relating to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat transition of ownership and their respective Subsidiaries as may be necessary management of Grande Operating to permit the GE Entities, at their sole expense, Parent and in a manner so as not unreasonably to interfere with the normal operations of SES Atlantic Broadband and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this AgreementTransactions (including with respect to Franchise matters). (c) Without limiting the generality of Section 7.1(a), Grande Holdings shall make available to Parent correct and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold complete copies of (i) any document or information that is subject all rate regulation documents for filing with Governmental Authorities relating to the terms of a confidentiality agreement with a third party Business prepared or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) filed at any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after time between the date of this Agreement and the Closing, and (including ii) all material correspondence, filings and submissions concerning the Business with or to any Governmental Authority sent or made between the date of this Agreement and the Closing. In addition, within fifteen (15) days after the last day of each month (commencing with the month ending on July 31, 2009), Grande Holdings shall deliver to Parent a report setting forth, for each Cable System the following information obtained or substantially similar information, using the methodologies and practices used by Grande Holdings in the GE Entities Ordinary Course of Business to compile information of such type heretofore provided to the Parent Parties: (A) the number of Active Customers, Equivalent Basic Video Subscribers and Individual Basic Video Subscribers for such System as of the last day of such CSG month, (B) the number of Customers enrolled in discounted or promotional packages as of the last day of such CSG month, and (C) the number of Customers of each Service whose service was disconnected during such CSG month. (d) Without limiting the generality of Section 7.1(a), from the date hereof through the Closing, Grande Holdings shall, within 30 days after the end of each calendar month (commencing with the month ended on July 31, 2009), deliver to Parent the unaudited consolidated balance sheet of Grande Holdings and Grande Operating as of the last day of such month, together with the related consolidated statements of income, stockholders’ equity and cash flows for Grande Holdings and Grande Operating for the monthly period then ending and for the portion of the calendar year ending with such month. The financial statements to be delivered pursuant to this Section 6.37.1(d) shall diminishbe prepared from and in accordance with the books and records of Grande Holdings and Grande Operating and GAAP applied on a consistent basis (subject to year-end adjustments) and shall fairly present the consolidated financial position of Grande Holdings and Grande Operating as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, obviate if any) of Grande Holdings and Grande Operating for the periods therein (subject to year-end adjustments that are not material in nature or cure any breach amount and the absence of any representationfinancial footnotes). (e) Grande Holdings and Grande Operating shall use commercially reasonable efforts to assist the Parent Parties in obtaining the Financing, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall including (i) providing information reasonably requested for the conduct or completion preparation of any such investigation be confidential information memoranda (whether with respect to a condition syndicated bank financing) and rating agency presentations with respect to any proposed Financing, (ii) delivering such financial and statistical information and projections relating to Grande Holdings and Grande Operating as may be reasonably requested in connection with any Financing, (iii) arranging for the independent accountants, lawyers and other advisors and consultants of the GE Entities’ obligations under this Agreement. The GE Entities agree Grande Holdings and Grande Operating to abide by be reasonably available to consult with Parent’s representatives regarding any safety rules or rules Financing, (iv) making appropriate employees of conduct reasonably imposed by SESGrande Holdings and Grande Operating available on reasonable notice to provide such assistance, its Subsidiaries or the operator of such propertiesincluding to participate in due diligence meetings and meetings with rating agencies and prospective Financing sources, as the case may be(v) providing timely access to diligence materials and appropriate personnel on reasonable notice to allow prospective Financing sources and their representatives to complete all appropriate diligence, (vi) providing assistance with respect to the GE Entities’ access review and granting of security interests in collateral for any information furnished Financing, and (vii) cooperating with the preparation to effect the GE Entities transfer and contribution by Grande Operating after the Closing to one or its representatives pursuant more newly formed Subsidiaries which are wholly owned (directly or indirectly) by Ultimate Parent certain assets of Grande Operating used or held for use principally in connection with the broadband transport and network services and other businesses of Grande Operating, other than the business of providing cable television, telephone, broadband internet and other related services for residential and commercial customers, that the ABRY Parties may identify from time to this Section 6.3time (the “Non-Core Assets Transfer”), including cooperating to prepare requests for consents from any Governmental Authority or any other Person; provided, that in each case such assistance does not unreasonably disrupt the normal operations of the Business nor cause any breach of Contracts of Grande Holdings or Grande Operating. Notwithstanding anything to the contrary contained hereinin this Agreement or otherwise, but subject (A) no request for consent related to the provisions of Section 6.15, prior a Non-Core Assets Transfer will be submitted to any Governmental Authority or any other Person until after the Closing, (B) the representations and warranties of Grande Holdings and Grande Operating set forth in Article IV of this Agreement (and the related bring-down of such representations and warranties under Section 8.2(b)) shall be made without giving effect to any Non-Core Asset Transfer, (C) any restrictive covenants applicable to Grande Holdings or Grande Operating during the period between the date hereof until the Closing Date shall not be construed to prohibit any action taken upon the request of the ABRY Parties in furtherance of any Non-Core Asset Transfer (and any such action shall not be construed as a breach by Grande Holdings or Grande Operating of any such covenant), (D) the ABRY Parties shall be responsible for identifying any non-core assets to be transferred, identifying and obtaining any related consents required to transfer such assets and preparing all of the organizational agreements associated with any such Subsidiaries and definitive agreements associated with any such Non-Core Asset Transfer, and (E) neither Grande Holdings nor Grande Operating makes any representation or warranty whatsoever as to the accuracy of any pro forma financial information or projections relating to the Business on any segmented basis, including with respect to any Non-Core Assets Transfer. Any out-of-pocket expenses and costs incurred by (x) Grande Holdings or Grande Operating prior written consent to Closing in the performance of SES their obligations under this Section 7.1 shall be borne by ABRY and (y) Ultimate Parent and its Subsidiaries prior to Closing in connection with the matters described in this Section 7.1 shall be borne by ABRY and, if the Closing occurs, all such expenses described in clauses (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities above shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesconstitute ABRY Transaction Expenses. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior to From and after the ClosingClosing Date for a period of three (3) years and thereafter with Sellers' consent, SES which consent shall permit (not be unreasonably withheld, Sellers shall, and shall cause each of its Affiliates their officers, directors, employees and agents to, afford to permit) Purchasers and their officers, directors, employees, counsel, accountants, advisors, representatives of the GE Entities to have and agents reasonable access access, during normal regular business hours and upon reasonable notice advance notice, to all premisesthe officers, employees, agents, properties, personneloffices and other facilities, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extentbooks and records (including, but only without limitation, tax returns and work papers of Sellers' independent auditors) and Commitments of Sellers, and shall furnish Purchasers and such others all financial, operating, technical and other data and information which Purchasers, through its officers, employees or agents, may from time to time reasonably request (in each case, to the extent, pertaining extent available to Sellers and related to the Transferred BusinessesHealth Centers and the business of PGPA); provided, Splitco, that (x) the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may foregoing shall be necessary to permit the GE Entities, at their sole expense, and done in a manner so as not to unreasonably to interfere with the normal operations conduct of SES the Sellers' business, and its Subsidiaries(y) at Sellers' request, Purchasers and such representatives shall execute a reasonable confidentiality agreement relating to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable non-public information received in connection therewith. (b) From and after the Closing Date for a period of three (3) years and thereafter with the consummation of the transactions contemplated by this AgreementPurchasers' consent, and SES which consent shall (not be unreasonably withheld, Purchasers shall, and shall cause the SES Entities their officers, directors, employees and agents to) reasonably cooperate with any such investigations; provided, howeverafford to Sellers and their officers, that SES directors, employees, counsel, accountants, advisors, representatives and its Affiliates may withhold (i) any document or information that is subject agents reasonable access, during regular business hours and upon reasonable advance notice, to the terms officers, employees, agents, properties, offices and other facilities, and to the books and records (including, without limitation, tax returns and work papers of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies Purchasers' independent auditors) and business custom governing the conduct Commitments of directors Purchasers, and officers of AsiaSat shall furnish Sellers and Star One such others all financial, operating, technical and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or other data and information which are subject to attorney-client privilege and the provision of whichSellers, as determined by SES’s counselthrough its officers, employees or agents, may eliminate the privilege pertaining from time to such documentstime reasonably request, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information the extent available to Purchasers and related to the GE EntitiesHealth Centers and the business of PGPA, but has failed and in each case solely to enter into such arrangements the extent relevant and reasonably necessary to the (i) preparation of tax returns and responses to tax audits, (ii) defense or obtain such consents prosecution of any litigation, tax or waivers other claim, (butiii) inquiries from any Governmental Body, subject or (iv) any other reasonable purpose related to requirements of applicable Lawthe matters referred to it clauses (i), SES shall provide the GE Entities notice of the nature of the information that is so withheld)(ii) and (iii) above; provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates (x) the foregoing shall be obliged done in a manner so as not to make any work papers available to any person unless unreasonably interfere with the normal conduct of the Purchasers' business, and until (y) at Purchasers' request, Sellers and such person has signed representatives shall execute a customary reasonable confidentiality agreement relating to such access to work papers or data non-public information received in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesconnection therewith. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. Parent and Merger Sub acknowledge that Parent, Merger Sub, their Non-Party Affiliates and their representatives have (a) Prior conducted to their satisfaction an independent investigation, examination, analysis and verification of the business, financial condition, results of operations, assets, liabilities, properties, prospects and projected operations of the Company and its Subsidiaries and their respective businesses, including Parent and Merger Sub’s own estimate of the value of the business of the Company and its Subsidiaries; (b) been afforded access to the Closingbooks and records, SES shall permit (facilities and shall cause each of its Affiliates to permit) officers, directors, managers, employees and other representatives of the GE Entities Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto to have reasonable their satisfaction; (c) received materials and information requested by Parent, Merger Sub or their representatives for purposes of conducting their independent due diligence investigation to Parent’s and Merger Sub’s satisfaction; and (d) had full access during normal business hours to and upon reasonable notice the opportunity to review all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and the documents in the possession “data room” maintained by the Company or control otherwise provided to Parent or its representatives on behalf of SES or the Company. In making their determination to proceed with the Transactions, Parent, Merger Sub and each of their Non-Party Affiliates have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company expressly and specifically set forth in Article IV (as qualified by the Disclosure Schedules with respect thereto), any Related Document and in the certificate delivered by the Company pursuant to Section 8.2(c). Each of Parent and Merger Sub is (x) knowledgeable about the industries in which the Company and its Subsidiaries operate, (y) capable of evaluating the merits and risks of the Transactions and (z) able to bear the substantial economic risk of such investment for an indefinite period of time. In connection with Parent’s and Merger Sub’s independent investigation and verification, Parent and Merger Sub, as well as their Non-Party Affiliates or to which SES representatives, may have received from the Company or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, Affiliates or representatives certain projections and other forecasts, including projected financial statements, cash flow items, certain business plan information and other data related to make, the Company or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, its Subsidiaries. Parent and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, Merger Sub acknowledge that SES and its Affiliates may withhold (i) any document or information that is subject there are uncertainties inherent in attempting to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies make such projections, forecasts and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; plans, (ii) any document or informationParent and Merger Sub are familiar with such uncertainties and are taking full responsibility for making their own evaluation of the adequacy and accuracy of all projections, if such disclosure would violate applicable Law or forecasts and plans so furnished to them, and (iii) such portions of documents or information which are subject to attorneyParent, Merger Sub and their Non-client privilege Party Affiliates and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates representatives shall have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries no claim against anyone with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3foregoing. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities foregoing limitations shall not contact apply to any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesclaim for Fraud. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior Subject to the Closingterms of the Confidentiality Agreement, SES at all times during the period commencing upon the execution and delivery hereof by each of the parties hereto and terminating upon the earlier to occur of the Closing or the termination of this Agreement pursuant to and in accordance with the terms of Section 8.1 hereof, the Seller shall permit (the Purchaser and shall cause each of its Affiliates to permit) authorized agents and representatives of the GE Entities to have reasonable access access, upon reasonable notice and during normal business hours hours, to all Business Employees, assets and properties and all relevant books, records and documents of or relating to the Business, the Purchased Assets and the Assumed Liabilities, including the work papers of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (accountant of the Seller) relating to the Financial Statements, and shall furnish to the Purchaser such information and data, financial records and other documents relating to the Business, the Purchased Assets and the Assumed Liabilities as the Purchaser may reasonably request. Representatives of Purchaser shall be entitled to hold one or more meetings with Business Employees in each jurisdiction upon reasonable notice to all premisesSeller and to provide written materials to Business Employees to explain and answer questions about the conditions, properties, personnel, books, records, Contracts, commitments, reports policies and benefits of examination employment with Purchaser. Seller shall be entitled to have one or more representatives at any such meeting. The Seller shall permit the Purchaser and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has agents and representatives reasonable access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ Seller's accountants, nor SES’s Subsidiaries auditors and suppliers for reasonable consultation or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date verification of this Agreement (including any information obtained by the GE Entities Purchaser during the course of any investigation conducted pursuant to this Section 6.36.2, and shall use all commercially reasonable efforts to cause such Persons to cooperate with the Purchaser and its agents and representatives in such consultations and in verifying such information. The Seller shall deliver to the Purchaser (i) shall diminishunaudited monthly operating statements of the Stations within ten (10) calendar days after the end of each calendar month, obviate or cure any breach (ii) unaudited annual financial statements of the Stations within seventy-five (75) days of the end of the fiscal year, and (iii) on a weekly basis, pacing reports for the ensuing three month period, it being expressly understood and agreed that delivery of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any financial information furnished to the GE Entities or its representatives pursuant to this Section 6.36.2 by the Seller or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as applicable, to the Purchaser shall not constitute a representation or warranty as to the future financial performance of the Stations or the Business. Notwithstanding anything to the contrary contained hereinin the Confidentiality Agreement, but subject the Purchaser shall have the right to contact the provisions executive officers of Section 6.15, prior to the Closing, without Seller or the prior written consent of SES (i) the GE Entities shall not contact any suppliers togeneral manager, or customers ofother senior management personnel, SES, its Subsidiaries or their respective Affiliates of each of the Stations directly with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SESinformation provided, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that by the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior Seller pursuant to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)6.2.

Access and Information. (a) Prior to From the Closingdate of this Agreement until the Effective Time, SES shall permit (and shall cause each of its Affiliates to permit) representatives except as otherwise prohibited by Law or Contract or as would potentially result in the loss of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and or trade secrets, the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES Company shall (i) afford Parent and its Affiliates have used representatives (including Parent’s outside advisors) reasonable best efforts access, during regular business hours, to enter into arrangements or obtain consents or waivers that would permit SES its and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountantsthen-current Employees (subject to obtaining the prior approval (which shall not be unreasonably withheld) of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or R▇▇▇▇▇ ▇▇▇▇▇), nor SES’s Subsidiaries or Affiliates shall be obliged assets, Liabilities, properties, and Books and Records and (ii) furnish to make any work papers Parent and its representatives such additional financial and operating data and other information (including copies of filings with Governmental Entities) as is then otherwise readily available to any person unless regarding the assets, Liabilities, properties and until such person has signed a customary agreement relating to such access to work papers or data in form businesses of the Company and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect as Parent and its representatives may from time to time reasonably request. Promptly (and in any information to be provided to event no later than on the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or first Business Day) after the date of this Agreement Agreement, the Company shall provide to Parent a list of (i) each Producer that has placed any Insurance Contract of an Insurance Company from January 1, 2009 through June 30, 2010 and (ii) each claims adjuster that has adjusted any claims on behalf of an Insurance Company from January 1, 2009 through June 30, 2010, including any both employees of the Company and its Subsidiaries and independent contractors. All information obtained by the GE Entities received pursuant to this Section 6.3) 6.1 shall diminish, obviate or cure any breach be governed by the terms of any representation, warranty, covenant or agreement contained in the Confidentiality Agreement. During the period from the date of this Agreement or any Ancillary Agreement nor through the Effective Time, the Company shall, to the extent permitted under applicable Law, consult in good faith (which shall the conduct or completion not require consent) with representatives of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, Parent with respect to significant developments, transactions and decisions involving the GE Entities’ access and any information furnished to the GE Entities operations or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers affairs of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx Company and its Subsidiaries. (b) In order Prior to facilitate the resolution Closing Date, the Company shall, and shall cause its Subsidiaries to, to the extent permitted under applicable Law, reasonably cooperate with Parent with respect to transition matters, including to: (i) provide reasonable access to the Employees (subject to obtaining the prior approval (which shall not be unreasonably withheld) of any M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or R▇▇▇▇▇ ▇▇▇▇▇) in respect of transition planning; (ii) designate certain of their employees to serve as members of a joint Company/Parent transition team and cause such individuals to devote reasonable time to transition matters (it being agreed that the Company and its Subsidiaries shall not be required to appoint more than ten (10) employees to such team); (iii) transmit on behalf of Parent reasonable communications to Producers and claims made against adjusters doing business with the Insurance Companies in a form mutually agreed by the Company and Parent for purposes of providing business continuity; and (iv) promptly provide Parent with copies of all correspondence or incurred by SES written communication among the Company or any of its Affiliates (as they relate to SplitcoSubsidiaries, on the Equity Interests one hand, and A.M. Best, Standard & Poor’s or M▇▇▇▇’▇ Investors Service, Inc., on the Transferred Businesses)other hand, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior that relates to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)Company or any of its Subsidiaries.

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to applicable Law, the Sellers’ Representative shall permit (and shall cause each any other relevant members of its Affiliates Sellers’ Group to permit) representatives of afford the GE Entities Purchasers’ Representative, subject to have any contractual restrictions, reasonable access during normal business hours and upon reasonable advance notice to all premisesthe assets, properties, personnel, books, books and records, Contractsoffices and other facilities of the Target Business and senior management of the Target Companies, commitmentsin each case, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only extent reasonably required by the Purchasers’ Representative to ensure an orderly and efficient transition of the Target Business to the extent, pertaining Purchasers and to prepare for the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation launch of the transactions contemplated by this Agreement, Offer and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigationsClosing; provided, however, that SES and its Affiliates may withhold (i) in no event shall the Purchasers’ Group have access to any document or information that is subject (x) relates solely to a part of the terms business of a confidentiality agreement with a third party the Sellers’ Group or its subsidiaries that are not being transferred pursuant to non-disclosure obligations under the company policies and business custom governing the conduct this Agreement, (y) based on advice of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document Sellers’ outside counsel, or informationin Sellers’ reasonable determination, if such disclosure would violate applicable Law or fiduciary standards, or could reasonably be expected to destroy any legal privilege or (iiiz) in the reasonable judgment of any member of the Sellers’ Group could violate any obligation of the Sellers’ Group with respect to confidentiality (provided that the Sellers’ Representative shall, and shall cause such portions member of documents or information which are subject to attorney-client privilege and the provision of whichSellers’ Group to, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and use its Affiliates have used reasonable best efforts to enter into arrangements narrow any such confidentiality obligation or to obtain consents a waiver or waivers that would permit SES and its Affiliates consent from such third party so as to make such document or information available allow disclosure to the GE EntitiesPurchasers as set forth herein). Notwithstanding anything to the contrary in this Section 5.5 (Access and Information), but has failed the Purchasers’ Representative shall have the right to enter into such arrangements or obtain such consents or waivers (butreview, subject to requirements of applicable Lawand shall have reasonable access to, SES shall provide the GE Entities notice ledgers, sub ledgers and other relevant books and records of the nature Target Companies and all relevant work papers and relevant supporting documentation prepared by the Sellers’ Representative or any member of the information that is so withheld); providedSellers’ Group (including the Target Companies) or their accountants in connection with the preparation of the Net Debt Statement, furthereach Draft Net Debt Statement, that none and each calculation of SESCompany Salary Mass contemplated by this Agreement (subject, SES’s or its Subsidiariesin the case of independent accountants of the Sellers’ accountantsGroup, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless the appropriate members of the Purchasers’ Group executing customary confidentiality and until such person has signed a customary agreement hold harmless agreements relating to such access to work such working papers or data in form and substance reasonably acceptable to such auditors independent accountants), as well as to relevant personnel of Sellers’ Representative or accountantsany members of the Sellers’ Group (including relevant personnel of the Target Companies) which Purchasers’ Representative may reasonably request in connection with its review of the information contemplated herein. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any All information to be provided to the GE Entities received pursuant to this Section 6.3. No investigation 5.5(a) (Access and Information) shall be governed by the GE Entities or their representatives or advisors terms of the Confidentiality Agreement. (b) The Purchasers’ Representative shall not, and shall ensure that none of the Purchasers nor any member of the Purchasers’ Group shall prior to the Closing contact specifically in connection with or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE EntitiesTransactions (i) any institutional or government client or customer of the Target Companies or (ii) any joint venture partners of the Target Companies (in the case of each of (i) and (ii)), without (x) the prior written consent of the Sellers’ access Representative and (y) the involvement in each case of the Sellers’ Representative or its Representatives, on such terms and conditions as the Sellers’ Representative may reasonably specify from time to time; provided, that nothing herein shall limit or restrict the ability of any information furnished member of the Purchasers’ Group to conduct its business in the ordinary course. (c) Following the Closing, to the GE Entities extent permitted by applicable Law, the Purchasers’ Representative agrees to provide (or its representatives cause the relevant members of the Purchasers’ Group to provide) the Sellers’ Representative with all necessary access to all books and records and other documents that it acquires pursuant to this Section 6.3. Notwithstanding anything Agreement and to its assets, properties and Representatives, in each case, to the contrary contained hereinextent that such access is reasonably required by any member of the Sellers’ Group to (w) defend or prosecute any judicial, but subject arbitral or regulatory proceeding, audit or investigation to which any Sellers’ Group member is a party and which relates to the provisions business and affairs of Section 6.15, the Pensions Business Unit prior to the Closing, without (x) prepare financial statements or regulatory filings of the Sellers’ Group in respect of periods ending on or prior written consent to the Closing Date, or (y) comply with the terms of SES this Agreement, any other Transaction Document, any applicable Law or request of any Government Authority; provided that in the case of any confidential information of the Purchasers or any member of the Purchasers’ Group that is provided to the Sellers, the provision of such information to the Sellers’ Group and its Representatives is subject to the Sellers’ Group and its Representatives agreeing to maintain the confidentiality of such information; and provided further, that neither the Purchasers’ Representative nor any member of the Purchasers’ Group shall be required to provide such access (i) to commercially-sensitive proprietary information of the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect Purchasers’ Group to the Transferred Businesses extent it is not related to the Target Business (provided that the GE Entities may contact customers a copy of the AMC-23 Business if requested information with any such contact commercially-sensitive portions redacted is made in provided to the presence of a representative of SES, Sellers’ Group) or otherwise with SES’s consent in writing) and (ii) to the GE Entities shall have no right to perform invasive extent that doing so would violate applicable Law or subsurface investigations an obligation of confidentiality of a member of the properties Purchasers’ Group owing to a third party or facilities would reasonably be expected to result in the loss of any attorney client privilege (provided that in the case of SES or a confidentiality obligation, the SES Entities; it being understood that the GE Entities may conduct or Purchasers’ Representative shall, and shall cause to be conducted Phase I reviews such member of the properties Purchasers’ Group to, use its reasonable best efforts to narrow any such confidentiality obligations or to obtain a waiver or consent of such third party so as to allow disclosure to the Sellers as set forth herein). The Purchasers’ Representative agrees to (or to cause the relevant members of the Purchasers’ Group to) retain and facilities of Satlynx preserve all books and its Subsidiariesrecords and all other documents that it or they acquire pursuant to this Agreement, in compliance with all applicable Law, for at least six (6) years following the Final Closing Date. (bd) In order to facilitate the resolution review of any claims made against the Net Debt Statement by the Purchasers’ Representative, on or incurred by SES or any as promptly as practicable after the seventh (7th) Business Day of its Affiliates each month (as they relate to Splitcoand until the Net Debt Statement has been delivered), the Equity Interests or Sellers’ Representative shall deliver to the Transferred BusinessesPurchasers’ Representative for its review a draft Net Debt Statement (each a “Draft Net Debt Statement”), for a period assuming (x) the Balance Sheet Date would be the last Business Day of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing immediately preceding month and (iiy) afford the representatives Launch Date would be 30 calendar days following the date of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to delivery of such books and records; provided, however, that the GE Entities Draft Net Debt Statement. Each Draft Net Debt Statement shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records be prepared in accordance with this the principles set out in Section 6.3(b2.4(a) (Net Debt Statement; Net Debt Dividend). The Purchasers’ Representative will promptly inform the Sellers’ Representative of any questions or comments it has in respect of the Draft Net Debt Statement, and the Purchasers’ Representative and the Sellers’ Representative shall discuss and attempt to resolve in good faith, on an ongoing basis any reasonable questions or issues raised by the Purchasers’ Representative with respect to the contents of each Draft Net Debt Statement for ten (10) Business Days (unless the parties agree to extend such period including in light of issues or questions remaining at the end of such period) following the delivery of such Draft Net Debt Statement. Any such questions, comments or issues discussed among the Purchasers’ Representative and the Sellers’ Representative and their respective advisors shall be without prejudice to any rights or remedies that the parties may have hereunder with respect to objections to any item of the Net Debt Statement.

Access and Information. (a) Prior In addition to the Closing, SES shall permit (information rights described in Sections 7.2 and shall cause each of its Affiliates to permit) representatives 7.3 of the GE Entities to LLC Agreement, Subscriber and its representatives shall have reasonable access during normal business hours and hours, upon reasonable notice to all premisesadvance notice, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extentbooks and records of the Company and other information reasonably related to the purchase of the Shares including, but only to not limited to, management reports, budgets, forecasts and strategic plans (notwithstanding that such information may constitute trade secrets of the extentCompany), pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat provided that such access shall be conducted by Subscriber and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and its representatives in such a manner so as not unreasonably to interfere unreasonably with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation business of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its SubsidiariesCompany. (b) In order connection with the information referred to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates in paragraph (as they relate to Splitcoa) above, the Equity Interests or the Transferred Businesses)Company may disclose confidential information to Subscriber. All such information, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall other than information that: (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods is known by Subscriber prior to its disclosure to Subscriber by the Closing and Company or its representatives; (ii) afford is or becomes publicly available other than as a result of a disclosure by Subscriber or its representatives; or (iii) is or becomes available to Subscriber or its representatives on a nonconfidential basis from a source (other than the representatives of SES Company or its representatives) which, to Subscriber’s knowledge, is not prohibited from disclosing such information by a confidentiality obligation with the Company, is referred to as “Confidential Information”. Subscriber agrees that it and its Affiliates reasonable access representatives will keep Confidential Information relating to the Company confidential and will not (including the right to makeexcept as required by applicable law, at SES’s expense, photocopiesregulation or legal process or as otherwise provided herein), during normal business hours, without the Company’s prior written consent: (i) disclose any Confidential Information to such books and recordsany other person other than its representatives; provided, however, that and (ii) not use Confidential Information other than in connection with the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary acquisition of the Closing Date Shares, its monitoring of such investment and with respect to Alternate Funds and the exercise of any rights in order to provide SES connection therewith. In the opportunity to copy such books and records in accordance with event of any inconsistency between the provisions of this Section 6.3(b)5.1(b) and Section 5.6 of the LLC Agreement, the provisions of this Section 5.1(b) shall control.

Access and Information. (ai) Prior The provisions of this Section 4.1(c)(i) shall apply, (x) with respect to the ClosingInvestor, SES shall permit from the Signing Date until the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt and (y) with respect to the Inspector General of the Treasury and the Comptroller General of the United States, from and after the Signing Date but, after the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt, only with respect to the period in which the Investor or one of its Affiliates directly or indirectly owned any Subordinated Debt. Subject to the foregoing, and limited solely to information determined by the Investor to be relevant to the Subordinated Debt, the Recipient will permit, and shall cause each of its Affiliates the Recipient Subsidiaries to permit) representatives , the Investor, the Inspector General of the GE Entities Treasury and the Comptroller General of the United States and their respective agents, consultants, contractors and advisors to have (x) examine any books, papers, records, Tax returns (including all schedules and attachments thereto), data and other information, (y) make copies thereof and (z) discuss the affairs, finances and accounts of the Recipient and the Recipient Subsidiaries with the personnel (including the principal officers) of the Recipient and the Recipient Subsidiaries, all upon reasonable access notice, provided, that: (A) any examinations and discussions pursuant to this Section 4.1(c)(i) shall be conducted during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a such manner so as not unreasonably to interfere unreasonably with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors the business of the Recipient and officers the Recipient Subsidiaries; (B) neither the Recipient nor any Recipient Subsidiary shall be required by this Section 4.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation (including laws and regulations relating to the use or disclosure of AsiaSat and Star One and their respective Subsidiaries; confidential supervisory information), or (iiy) any document or information, if that such disclosure would violate applicable Law reasonably be expected to cause a violation of any agreement to which the Recipient or any Recipient Subsidiary is a party or would cause a risk of a loss of privilege to the Recipient or any Recipient Subsidiary (iiiprovided that the Recipient shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) such portions apply); (C) the obligations of documents or information which are subject to attorney-client privilege the Recipient and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining Recipient Subsidiaries to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or disclose information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation 4.1(c)(i) to the Inspector General of the Treasury, the Comptroller General of the United States and their respective agents, consultants, contractors or advisors, shall be subject to the agreement by the GE Entities Inspector General of the Treasury or their representatives the Comptroller General of the United States, as applicable, with respect to documents obtained under this Section 4.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Recipient as to information that should be afforded confidential treatment, as appropriate; and (D) for avoidance of doubt, any investigation or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities discussions pursuant to this Section 6.34.1(c)(i) shall diminishmay, obviate or cure at the Investor’s option, be conducted on site at any breach office of any representation, warranty, covenant or agreement contained in this Agreement the Recipient or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and Recipient Subsidiary. (ii) Subject to the GE Entities shall have no right to perform invasive or subsurface investigations assignment of the properties rights under this Section 4.1(c)(ii) pursuant to Section 4.1(c)(iii), from the Signing Date until the date on which all the Subordinated Debt has been redeemed in whole, the Recipient will deliver, or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or will cause to be conducted Phase I reviews delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the properties Recipient, and facilities in any event within ninety (90one hundred twenty (120) days thereafter, a consolidated balance sheet of Satlynx the Recipient as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Recipient for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year of the Recipient and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Recipient, a copy of any quarterly reports provided to Equityholders of the Recipient; (C) as soon as available after the Recipient receives any assessment of the Recipient’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Recipient is prohibited by applicable law or regulation from disclosing to the Investor); (D) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Recipient; and (E) at the same time as such items are sent to all Equityholders in the case of S Corps or Members in the case of mutual institutions, copies of any information or documents, excluding, if the Recipient is a mutual institution, any general solicitations or advertisements for services and products, sent by the Recipient to its SubsidiariesMembers; provided, however that, notwithstanding clauses (A)-(E) of this Section 4.1(c)(ii), this Section 4.1(c)(ii) shall not require the Recipient to prepare audited financial statements if it does not otherwise prepare audited financial statements and shall not require the Recipient to submit Call Reports to the Investor. (biii) In order The Investor’s information rights pursuant to facilitate Section 4.1(c)(ii) and the resolution Investor’s right to receive certifications from the Recipient pursuant to Section 4.1(d)(i) may be assigned by the Investor to a transferee or assignee of any claims made against or incurred by SES the Subordinated Debt with a face value of no less than an amount equal to ten percent (10%) of the Purchase Price. (iv) Nothing in this Section shall be construed to limit the authority that the Inspector General of the Treasury, the Comptroller General of the United States or any of its Affiliates other applicable Governmental Entity has under law. (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7v) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities The Recipient shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior provide to the Closing and (ii) afford Investor all such information as the representatives of SES and its Affiliates reasonable access (including the right Investor may request from time to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior time related to the seventh anniversary study under Section 525 of Division N of the Closing Date in order to provide SES the opportunity to copy such books Consolidated Appropriations Act, 2021 and records in accordance with this Section 6.3(b)related studies.

Access and Information. (a) Prior Subject to the Closingapplicable Law, SES shall permit (upon reasonable advance notice, Parent shall, and shall cause each of its Affiliates to permit) representatives of the GE Entities to have Subsidiaries to, afford Purchaser and its Representatives reasonable access (other than with respect to information provided electronically, during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in hours) throughout the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, period prior to the Closing, without to its books, records, work papers, personnel, offices, facilities and properties to the prior written consent extent (x) relating to the Business, the Transferred Assets, the Transferred Subsidiaries, the Transferred Joint Ventures or the Assumed Liabilities and (y) reasonably required to prepare for the consummation of SES the Transactions, transition or integration planning or the operation of the Business following the Closing (i) including any Tax information in Parent’s possession); provided that the GE Entities foregoing requirements shall not contact require Parent (a) to permit any suppliers toinspection, or customers ofto disclose any information, SES, that would violate any of its Subsidiaries or their respective Affiliates obligations with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SESconfidentiality, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate disclose any privileged information of the resolution of any claims made against or incurred by SES Parent or any of its Affiliates Subsidiaries, (as they c) to provide access to any Parent Consolidated Return (other than any such Tax Return relating solely to NewCo and/or any of its Subsidiaries, including, for the avoidance of doubt, any pro forma Tax Returns of any Transferred Subsidiary that would be included in any Parent Consolidated Return but which solely reflects the activities and operations of such Transferred Subsidiary or Transferred Joint Venture) or any other Tax information that does not relate solely to Splitco, NewCo and the Equity Interests Transferred Subsidiaries or the Transferred Businesses), for a period of seven Assets or (7d) years after provide access to any physical locations or personnel to the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall extent reasonably necessary (i) retain to protect the books health and records relating safety of Parent and its Affiliates’ respective Representatives, or customers, lessors, suppliers, vendors or other commercial partners or (ii) in order to Splitcocomply with any applicable COVID-19 Measures; provided, further that, in the Equity Interests event that Parent relies on clauses (a) through (d) of the foregoing proviso to limit access afforded to Purchaser under this Section 5.2, Parent shall (A) provide Purchaser and its Representatives with access to the Transferred Businesses relating maximum extent possible, (B) if requested by Purchaser, use its commercially reasonable efforts, with Purchaser’s cooperation, to periods implement an alternative means of providing Purchaser with the access requested, and (C) in the case of clauses (a), (b) and (c), notify Purchaser in writing the nature of any information or documents withheld. All requests for information made pursuant to this Section 5.2 shall be directed to such Persons designated by Parent. All such information shall be governed by the terms of the Confidentiality Agreement prior to the Closing and (ii) afford the representatives of SES NewCo Operating Agreement from and its Affiliates reasonable access (including after the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)Closing.

Access and Information. (a) Prior to the ClosingUpon reasonable notice, SES shall permit (and shall cause each of ▇▇▇▇▇▇▇ and FNBO shall afford each of FSFG and First Savings and its Affiliates to permitrepresentatives (including, without limitation, directors, officers and employees of each of FSFG and First Savings and its affiliates and counsel, accountants and other professionals retained by FSFG or First Savings) representatives of the GE Entities to have such reasonable access during normal business hours throughout the period before the Bank Merger Effective Time to the books, records (including, without limitation, tax returns and upon reasonable notice to all premiseswork papers of independent auditors), contracts, properties, personnelpersonnel and to such other information relating to each of ▇▇▇▇▇▇▇ and FNBO as each of FSFG and First Savings may reasonably request; provided, bookshowever, recordsthat no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by ▇▇▇▇▇▇▇ and FNBO in this Agreement. (b) From the date hereof until the Bank Merger Effective Time, Contractseach of ▇▇▇▇▇▇▇ and FNBO shall promptly provide to each of FSFG and First Savings with (i) a copy of each report filed with federal or state banking regulators, commitments(ii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its board of directors, reports (iii) a copy of examination each press release made available to the public and documents (iv) all other information concerning its business, properties and personnel as each of FSFG and First Savings may reasonably request. Notwithstanding the foregoing, neither ▇▇▇▇▇▇▇ nor FNBO shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of such entity's customers, jeopardize the attorney-client privilege of the entity in the possession or control of SES such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into before the date of its Affiliates or to this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which SES or any the restrictions of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat previous sentence apply. (c) Each of FSFG and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expenseFirst Savings shall not, and in a manner so as shall cause its representatives not unreasonably to, use any information obtained pursuant to interfere with the normal operations of SES and its Subsidiaries, this Section 5.3 for any purpose unrelated to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject . Subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Lawlaw, SES shall provide the GE Entities notice each of the nature of the FSFG and First Savings will keep confidential, and will cause its representatives to keep confidential, all information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities documents obtained pursuant to this Section 6.35.3 unless such information (i) was already known to FSFG or First Savings or an affiliate of FSFG or First Savings, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to FSFG or First Savings or an affiliate of FSFG or First Savings from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of ▇▇▇▇▇▇▇ or FNBO or (iv) is or becomes readily ascertainable from published information or trade sources. (d) Each of ▇▇▇▇▇▇▇ and FNBO shall give notice to a designee of FSFG and First Savings and shall invite such person to attend all regular and special meetings of the board of directors of FNBO and all regular and special meetings of any senior management committee (including but not limited to the executive committee, audit committee, investment committee, and loan committee) of FNBO. No investigation by the GE Entities or their representatives or advisors prior Such designees shall have no right to or after the date vote and shall not attend sessions of board of directors and committees during which there is being discussed (i) matters involving this Agreement (including any Acquisition Proposal), (ii) information obtained by the GE Entities pursuant or material that FNBO is required or obligated to this Section 6.3) shall diminish, obviate maintain as confidential under applicable laws or cure any breach regulations or policies or procedures of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers toFNBO, or customers of(iii) pending or threatened litigation or investigations if, SESin the reasonable opinion of counsel to FNBO, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative such designees would or might adversely affect the confidential nature of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records privilege relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)matters being discussed.

Access and Information. (a) Prior Purchaser will: (i) afford Sellers and their respective accountants, consultants, legal counsel, agents, and other representatives (collectively, the “Sellers Representatives”) reasonable access at reasonable times, upon reasonable prior notice, to the Closingofficers, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premisesdirectors, employees, agents, properties, personneloffices, booksand other facilities of Purchaser (including any subsidiary) and to the books and records thereof; and (ii) furnish promptly to Sellers and Sellers Representatives such information concerning the business, properties, contracts, records, Contractsand personnel of Purchaser (including financial, commitmentsoperating, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat other data and their respective Subsidiaries information) as may be necessary reasonably requested, from time to permit the GE Entitiestime, at their sole expenseby Sellers and Sellers Representatives. (b) Sellers will: (i) afford to Purchaser and its officers, directors, employees, accountants, consultants, legal counsel, agents, and in a manner so as not unreasonably to interfere with other representatives (collectively, the normal operations of SES and its Subsidiaries“Purchaser Representatives”) reasonable access at reasonable times, upon reasonable prior notice, to makethe accountants, agents, and other representatives of Sellers; and (ii) furnish promptly to Purchaser and the Purchaser Representatives such information concerning the properties, contracts, and records of Sellers (including financial, operating, and other data and information) as may be reasonably requested, from time to time, by Purchaser and the Purchaser Representatives. (c) Notwithstanding the foregoing provisions of this section, no Party will be required to grant access or cause furnish information to be madethe other Parties to the extent that such access to or the furnishing of such information is prohibited by Applicable Law. No investigation by the Parties made heretofore or hereafter will affect the representations and warranties of the Parties that are herein contained, and each such investigation thereof as representation and warranty will survive such investigation. (d) Each Party agrees that it or he will treat in confidence all documents, materials, and other confidential information that it or he will have obtained regarding the GE Entities reasonably deem necessary or advisable in connection with other Parties during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement, and SES shall hereby (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to whether obtained before or after the date of this Agreement APA), the investigation provided for herein, and the preparation of this APA and other related documents (including collectively, the “Confidential Information”). Such Confidential Information will not be communicated to any information obtained by third Person (other than to such Party’s respective counsel, accountants, financial advisers, or lenders) and will not be used for any purpose to the GE Entities pursuant to detriment of the other Parties. No Party will use any Confidential Information in any manner whatsoever except solely for the purpose of evaluating a possible business relationship with the other Parties. No Party and no Sellers Representative or Purchaser Representative will, during the term of this Section 6.3) shall diminishAPA or at any time during the two years thereafter, obviate irrespective of the time, manner, or cure cause of termination of this APA, use, disclose, copy, or assist any breach other Person in the use, disclosure, or copying of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any Confidential Information of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesother Parties. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. The Company and its subsidiaries shall (a) Prior afford to the ClosingParent and its accountants, SES shall permit (counsel and shall cause each of its Affiliates to permit) other representatives of the GE Entities to have reasonable full access during normal business hours (and upon reasonable notice at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all premises, of their properties, personnel, books, records, Contractscontracts, commitments, reports records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of examination each report, schedule and documents other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the possession right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or control defense of SES or any of its Affiliates the same or to which SES or in asserting any of its Affiliates otherwise has access their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the extentEffective Time (including, but only to the extentwithout limitation, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and SES shall the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and shall cause by-laws in effect on the SES Entities to) reasonably cooperate with any date hereof and subject to the terms of such investigationsarticles of incorporation and by-laws; provided, however, that SES in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its Affiliates may withhold expense) to assume the defense of any claim or any litigation resulting therefrom; provided, however, that (i) any document counsel for the Parent who shall conduct the defense of such claim or information that is subject litigation shall be reasonably satisfactory to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under Indemnified Party and the company policies Indemnified Party may participate in such defense at such Indemnified Party's expense, and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) the omission by any document or informationIndemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, if except to the extent that such disclosure would violate applicable Law or (iii) such portions omission results in a failure of documents or information which are subject actual notice to attorney-client privilege the Parent, and the provision Parent is actually prejudiced as a result of whichsuch failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the -28- 33 Indemnified Parties promptly as determined by SES’s counselstatements therefor are received; provided, may eliminate however, that the privilege pertaining to such documents, in each case, only after SES and Parent shall not be liable for any settlement effected without its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers prior written consent (but, subject to requirements of applicable Law, SES which consent shall provide the GE Entities notice of the nature of the information that is so not be unreasonably withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities Parent shall notify SES not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in writing at least 30 days the defense of any action or claim. The Parent shall not, in advance the defense of destroying any such books and records prior to claim or litigation, except with the seventh anniversary consent of the Closing Date in order Indemnified Party, consent to provide SES entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the opportunity Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to copy such books and records in accordance Indemnified Party of a release from all liability with this Section 6.3(b)respect to such claim or litigation.

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to applicable Laws, Seller shall permit (i) afford Buyer and shall cause each of its Affiliates to permit) authorized representatives (including representatives of the GE Entities to have reasonable access entities providing or arranging financing for Buyer) access, during normal regular business hours of Seller and upon reasonable advance notice given by Buyer to all premisesSeller, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extentKey Employees, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expenseAssets, and in a manner so as not unreasonably to interfere with the normal operations books and records of SES the Business, and its Subsidiaries, to make(ii) furnish, or cause to be madefurnished, such investigation thereof as to Buyer any financial and operating data and other information that is available with respect to the GE Entities Business and the Transferred Assets that Buyer from time to time reasonably deem necessary or advisable in connection with requests and (iii) instruct the consummation of the transactions contemplated by this AgreementEmployees, and SES shall (Seller’s counsel, accountants and shall cause the SES Entities to) financial advisors to reasonably cooperate with any such investigations; provided, however, that SES Buyer in its investigation of the Business as necessary to confirm (a) the accuracy of the representations and warranties of Seller and its Affiliates may withhold set forth in this Agreement and any Ancillary Agreements, (ib) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined compliance by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES Seller and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES of any covenants and obligations of Seller and its Affiliates set forth in this Agreement and any Ancillary Agreements, and (c) the satisfaction of any conditions to make such document or information available closing indicated in Article VI, including, without limitation, instructing Seller’s accountants to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such give Buyer access to their work papers or data in form and substance reasonably acceptable to such auditors or accountantspapers. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities No investigation pursuant to this Section 6.35.1(a) shall alter any representation or warranty given hereunder by Seller. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any All requests for information obtained by the GE Entities made pursuant to this Section 6.35.1(a) shall diminish, obviate be directed to an executive officer of Seller or cure any breach of any representation, warranty, covenant such Person or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation Persons as may be a condition to any of the GE Entities’ obligations under this Agreementdesignated by Seller. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any All information furnished to the GE Entities or its representatives received pursuant to this Section 6.3. Notwithstanding anything to 5.1(a) shall be governed by the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers terms of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its SubsidiariesConfidentiality Agreement. (b) In order During the period ending two (2) months following the Closing, upon the reasonable request of Buyer, Seller shall, to facilitate the resolution extent permitted by Law, grant to Buyer and its representatives during regular business hours and subject to reasonable rules and regulations of any claims made against or incurred by SES or any of its Affiliates (as they relate to SplitcoSeller, the Equity Interests right, at the expense of Buyer, to inspect and copy the books, records and other documents in Seller’s possession pertaining in whole or in part to the operation of the Business or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods Assets prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)Closing.

Access and Information. 4.1.1 During the period commencing on the date hereof and ending on the earlier to occur of (a) Prior the Closing and (b) the termination of this Agreement in accordance with Article 9 (the “Pre-Closing Period”), Seller shall afford Buyer and its Representatives reasonable access, upon reasonable prior notice during normal business hours, to the Closing, SES shall permit (books and shall cause each records of Seller and its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access extent related to the extent, but only to the extent, pertaining to the Transferred Businesses, SplitcoProducts, the Equity InterestsProduct Business, Star Onethe Purchased Assets, AsiaSat Purchased Shares and their respective Subsidiaries the Assumed Liabilities (for clarity, excluding the Excluded Assets and Excluded Liabilities), as Buyer may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigationsrequest; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiariessuch access may be provided through an electronic data room; (ii) any document or informationthe reasonableness of such access and requests shall be determined by taking into account, if such disclosure would violate applicable Law or among other considerations, the competitive positions of the Parties; (iii) such portions of documents or information which are access shall be subject to attorney-client privilege all applicable safety and the provision of which, as determined security requirements communicated by SES’s counsel, may eliminate the privilege pertaining Seller to such documents, in each case, only after SES Buyer and its Representative (including any requirements Seller and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers reasonably believe are necessary in light of the COVID-19 pandemic); and (iv) such access shall not unreasonably disrupt Seller’s ordinary course operations. During the Pre-Closing Period, Buyer hereby agrees that would permit SES and neither it nor any of its Affiliates to make such document or information available Representatives shall, directly or indirectly, contact any licensor, competitor, supplier, distributor or customer of, or service provider to, Seller or any of Affiliates with respect to the GE EntitiesProducts, but has failed to enter into such arrangements the Product Business, the Purchased Assets, the Assumed Liabilities, the Purchased Subsidiary, this Agreement, the Ancillary Agreements or obtain such consents the Transactions, without the prior written consent of Seller, which consent may be withheld in Seller’s sole and absolute discretion. The auditors and independent accountants of Seller or waivers (but, subject to requirements any of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall not be obliged obligated to make any work papers available to any person Person under this Agreement, unless and until such person Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by SESSeller, the GE Entities Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with SES and/or Seller or its Subsidiaries Affiliates with respect to any information to be provided to the GE Entities Buyer pursuant to this Section 6.3. No investigation by 4.1.1. 4.1.2 Buyer acknowledges and agrees that (a) certain records may contain information relating to Seller or its Affiliates, other than the GE Entities or their representatives or advisors Product Business (and, notwithstanding the inclusion of such information in such records, such information shall not constitute Purchased Assets), and that Seller and its Affiliates may retain copies thereof and (b) prior to making any records available to Buyer, Seller or after its Affiliates may redact any portions thereof that (i) do not relate to the date of this Agreement Product Business, (including any information obtained by the GE Entities pursuant to this Section 6.3ii) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition relate to any of product or product candidate other than the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules Products or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. (iii) constitute Excluded Communications. 4.1.3 Notwithstanding anything to the contrary contained hereinin this Agreement, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or neither Seller nor any of its Affiliates shall be required to disclose any information or provide any such access pursuant to this Section 4.1 if such disclosure or access would reasonably be expected, in Seller’s reasonable judgment, to (as they relate a) breach, or take any action that could violate or breach, any fiduciary duty, duty of confidentiality owed to Splitcoany Person (whether such duty arises contractually, the Equity Interests statutorily or the Transferred Businessesotherwise), for a period of seven Law (7including any applicable Antitrust Law) years after or Contract with any other Person (other than any such Contract entered into by Seller or its Affiliates with the Closing orintent to subvert or circumvent Seller’s obligations under this Section 4.1), if shorter(b) waive or jeopardize any established legal privileges, including the applicable period specified attorney-client privilege or (c) disclose any trade secrets or other sensitive information (provided that, in the GE Entities’ document retention policyany case, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES Seller and its Affiliates shall use their respective reasonable access best efforts to obtain any required Consents and take such other reasonable action (including such as the right entry into a joint defense agreement or other arrangement to make, at SES’s expense, photocopies), during normal business hours, avoid loss of attorney-client privilege) to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior enable Seller to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with satisfy its obligations under this Section 6.3(b4.1).

Access and Information. (ai) Prior The provisions of this Section 4.1(c)(i) shall apply, (x) with respect to the ClosingInvestor, SES shall permit from the Signing Date until the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt and (y) with respect to the Inspector General of the Treasury and the Comptroller General of the United States, from and after the Signing Date but, after the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt, only with respect to the period in which the Investor or one of its Affiliates directly or indirectly owned any Subordinated Debt. Subject to the foregoing, and limited solely to information determined by the Investor to be relevant to the Subordinated Debt, the Recipient will permit, and shall cause each of its Affiliates the Recipient Subsidiaries to permit) representatives , the Investor, the Inspector General of the GE Entities Treasury and the Comptroller General of the United States and their respective agents, consultants, contractors and advisors to have (x) examine any books, papers, records, Tax returns (including all schedules and attachments thereto), data and other information, (y) make copies thereof and (z) discuss the affairs, finances and accounts of the Recipient and the Recipient Subsidiaries with the personnel (including the principal officers) of the Recipient and the Recipient Subsidiaries, all upon reasonable access notice, provided, that: (A) any examinations and discussions pursuant to this Section 4.1(c)(i) shall be conducted during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a such manner so as not unreasonably to interfere unreasonably with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors the business of the Recipient and officers the Recipient Subsidiaries; (B) neither the Recipient nor any Recipient Subsidiary shall be required by this Section 4.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation (including laws and regulations relating to the use or disclosure of AsiaSat and Star One and their respective Subsidiaries; confidential supervisory information), or (iiy) any document or information, if that such disclosure would violate applicable Law reasonably be expected to cause a violation of any agreement to which the Recipient or any Recipient Subsidiary is a party or would cause a risk of a loss of privilege to the Recipient or any Recipient Subsidiary (iiiprovided that the Recipient shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) such portions apply); (C) the obligations of documents or information which are subject to attorney-client privilege the Recipient and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining Recipient Subsidiaries to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or disclose information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation 4.1(c)(i) to the Inspector General of the Treasury, the Comptroller General of the United States and their respective agents, consultants, contractors or advisors, shall be subject to the agreement by the GE Entities Inspector General of the Treasury or their representatives the Comptroller General of the United States, as applicable, with respect to documents obtained under this Section 4.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Recipient as to information that should be afforded confidential treatment, as appropriate; and (D) for avoidance of doubt, any investigation or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities discussions pursuant to this Section 6.34.1(c)(i) shall diminishmay, obviate or cure at the Investor’s option, be conducted on site at any breach office of any representation, warranty, covenant or agreement contained in this Agreement the Recipient or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and Recipient Subsidiary. (ii) Subject to the GE Entities shall have no right to perform invasive or subsurface investigations assignment of the properties rights under this Section 4.1(c)(ii) pursuant to Section 4.1(c)(iii), from the Signing Date until the date on which all the Subordinated Debt has been redeemed in whole, the Recipient will deliver, or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or will cause to be conducted Phase I reviews delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the properties Recipient, and facilities in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of Satlynx the Recipient as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Recipient for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year of the Recipient and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Recipient, a copy of any quarterly reports provided to Equityholders of the Recipient; (C) as soon as available after the Recipient receives any assessment of the Recipient’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Recipient is prohibited by applicable law or regulation from disclosing to the Investor); (D) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Recipient; and (E) at the same time as such items are sent to all Equityholders in the case of S Corps or Members in the case of mutual institutions, copies of any information or documents, excluding, if the Recipient is a mutual institution, any general solicitations or advertisements for services and products, sent by the Recipient to its SubsidiariesMembers; provided, however that, notwithstanding clauses (A)-(E) of this Section 4.1(c)(ii), this Section 4.1(c)(ii) shall not require the Recipient to prepare audited financial statements if it does not otherwise prepare audited financial statements and shall not require the Recipient to submit Call Reports to the Investor. (biii) In order The Investor’s information rights pursuant to facilitate Section 4.1(c)(ii) and the resolution Investor’s right to receive certifications from the Recipient pursuant to Section 4.1(d)(i) may be assigned by the Investor to a transferee or assignee of any claims made against or incurred by SES the Subordinated Debt with a face value of no less than an amount equal to ten percent (10%) of the Purchase Price. (iv) Nothing in this Section shall be construed to limit the authority that the Inspector General of the Treasury, the Comptroller General of the United States or any of its Affiliates other applicable Governmental Entity has under law. (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7v) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities The Recipient shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior provide to the Closing and (ii) afford Investor all such information as the representatives of SES and its Affiliates reasonable access (including the right Investor may request from time to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior time related to the seventh anniversary study under Section 525 of Division N of the Closing Date in order to provide SES the opportunity to copy such books Consolidated Appropriations Act, 2021 and records in accordance with this Section 6.3(b)related studies.

Access and Information. (ai) Prior The provisions of this Section 4.1(c)(i) shall apply, (x) with respect to the ClosingInvestor, SES shall permit from the Signing Date until the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Preferred Shares and (y) with respect to the Inspector General of the Treasury and the Comptroller General of the United States, from and after the Signing Date but, after the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Preferred Shares, only with respect to the period in which the Investor or one of its Affiliates directly or indirectly owned any Preferred Shares. Subject to the foregoing, and limited solely to information determined by the Investor to be relevant to the Preferred Shares, the Recipient will permit, and shall cause each of its Affiliates the Recipient’s Subsidiaries to permit) representatives , the Investor, the Inspector General of the GE Entities Treasury and the Comptroller General of the United States and their respective agents, consultants, contractors and advisors to have (x) examine any books, papers, records, Tax returns (including all schedules and attachments thereto), data and other information, (y) make copies thereof and (z) discuss the affairs, finances and accounts of the Recipient and the Recipient Subsidiaries with the personnel (including the principal officers) of the Recipient and the Recipient Subsidiaries, all upon reasonable access notice, provided, that: (A) any examinations and discussions pursuant to this Section 4.1(c)(i) shall be conducted during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a such manner so as not unreasonably to interfere unreasonably with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors the business of the Recipient and officers the Recipient Subsidiaries; (B) neither the Recipient nor any Recipient Subsidiary shall be required by this Section 4.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation (including laws and regulations relating to the use or disclosure of AsiaSat and Star One and their respective Subsidiaries; confidential supervisory information), or (iiy) any document or information, if that such disclosure would violate applicable Law reasonably be expected to cause a violation of any agreement to which the Recipient or any Recipient Subsidiary is a party or would cause a risk of a loss of privilege to the Recipient or any Recipient Subsidiary (iiiprovided that the Recipient shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) such portions apply); (C) the obligations of documents or information which are subject to attorney-client privilege the Recipient and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining Recipient Subsidiaries to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or disclose information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation 4.1(c)(i) to the Inspector General of the Treasury or the Comptroller General of the United States and their respective agents, consultants, contractors or advisors, shall be subject to the agreement by the GE Entities Inspector General of the Treasury or their representatives the Comptroller General of the United States, as applicable, with respect to documents obtained under this Section 4.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Recipient as to information that should be afforded confidential treatment, as appropriate; and (D) for avoidance of doubt, any investigation or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities discussions pursuant to this Section 6.34.1(c)(i) shall diminishmay, obviate or cure at the Investor’s option, be conducted on site at any breach office of any representation, warranty, covenant or agreement contained in this Agreement the Recipient or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and Recipient Subsidiary. (ii) Subject to the GE Entities shall have no right to perform invasive or subsurface investigations assignment of the properties rights under this Section 4.1(c)(ii) pursuant to Section 4.1(c)(iii), from the Signing Date until the date on which all the Preferred Shares have been redeemed in whole, the Recipient will deliver, or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or will cause to be conducted Phase I reviews delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the properties Recipient, and facilities in any event within ninety (90one hundred twenty (120) days thereafter, a consolidated balance sheet of Satlynx the Recipient as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Recipient for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year of the Recipient and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Recipient, a copy of any quarterly reports provided to other stockholders of the Recipient; (C) as soon as available after the Recipient receives any assessment of the Recipient’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Recipient is prohibited by applicable law or regulation from disclosing to the Investor)); (D) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Recipient; and (E) at the same time as such items are sent to any stockholders of the Recipient, copies of any information or documents sent by the Recipient to its Subsidiariesstockholders; provided, however that, notwithstanding clauses (A)-(E) of this Section 4.1(c)(ii), this Section 4.1(c)(ii) shall not require the Recipient to prepare audited financial statements if it does not otherwise prepare audited financial statements and shall not require the Recipient to submit Call Reports to the Investor. (biii) In order The Investor’s information rights pursuant to facilitate Section 4.1(c)(ii) and the resolution Investor’s right to receive certifications from the Recipient pursuant to Section 4.1(d)(i) may be assigned by the Investor to a transferee or assignee of any claims made against or incurred by SES the Preferred Shares with a liquidation preference of no less than an amount equal to ten percent (10%) of the initial aggregate liquidation preference of the Preferred Shares. (iv) Nothing in this Section shall be construed to limit the authority that the Inspector General of the Treasury, the Comptroller General of the United States or any of its Affiliates other applicable Governmental Entity has under law. (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7v) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities The Recipient shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior provide to the Closing and (ii) afford Investor all such information as the representatives of SES and its Affiliates reasonable access (including the right Investor may request from time to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior time related to the seventh anniversary study under Section 525 of Division N of the Closing Date in order to provide SES the opportunity to copy such books Consolidated Appropriations Act, 2021 and records in accordance with this Section 6.3(b)related studies.

Access and Information. (a) Prior to the Closing4.2.1 Consistent with applicable law, SES shall permit (and shall cause each of GSI and ▇▇▇▇▇▇▇ Bank, respectively, will permit Buyer, through its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premisesdesignated agents, propertiesaccountants, personnelcounsel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expenseauditors, and in a manner so other representatives (collectively referred to as not unreasonably "Agents") to interfere with the normal operations of SES and its Subsidiaries, to make, make or cause to be made, made such investigation thereof of the business, properties and personnel of each of GSI and ▇▇▇▇▇▇▇ Bank, respectively, as the GE Entities Buyer may reasonably deem necessary or advisable in connection with prior to the consummation of Closing under the transactions contemplated circumstances (other than Sellers' internal documents and correspondence related solely to this Agreement and/or protected by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES attorney/client privilege as to the Acquisition only). The Buyer and its Affiliates may withhold (i) any document or information that is subject Agents shall, at all reasonable times and with reasonable notice given to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies GSI and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties▇▇▇▇▇▇▇ Bank, as the case may be, without unduly interfering with respect the normal business operations of GSI or ▇▇▇▇▇▇▇ Bank, respectively, have full access to their respective premises and to all of the respective properties, books, contracts, commitments, and records of GSI or ▇▇▇▇▇▇▇ Bank. GSI and ▇▇▇▇▇▇▇ Bank, respectively, shall, and each shall also authorize and direct its respective agents, auditors, accountants, and counsel, to fully cooperate with Buyer and its Agents in making available to them all financial and other information requested, including, without limitation, providing them with the right to examine all working papers pertaining to audits made and to make copies and extracts thereof, and full and complete access to all information concerning any litigation in which any of them is currently involved. GSI and ▇▇▇▇▇▇▇ Bank, respectively, agree to cause to be delivered to Buyer or to make available to Buyer to the GE Entities’ extent such documents or information exists, or are in their possession or control, all of the items pertaining to each of GSI or ▇▇▇▇▇▇▇ Bank, respectively, if any, as are set forth and listed by Buyer on Exhibit 4.2.1 to this Agreement. Sellers shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, or would contravene any law, rule, regulation, order or judgment to which Sellers are expressly subject. No investigation by or on behalf of Buyer under this Section 4.2 or otherwise will affect any of the representations and warranties of either GSI or ▇▇▇▇▇▇▇ Bank, respectively, as contained in this Agreement. 4.2.2 Until the Closing, each of the Parties hereto and their respective employees, agents, accountants, counsel, auditors and other representatives shall keep confidential any information furnished (unless readily ascertainable from public information or sources) obtained from the other party, except as may be required to be disclosed to regulatory authorities, or in any requisite SEC filings, or to the GE Entities public, or its representatives pursuant to LFC's, Buyer's or GSI's shareholders, respectively, in proxy and related materials. If this Section 6.3. Notwithstanding anything Agreement is terminated, promptly after such termination all documents, working papers or other written material obtained by one party from the other party in connection with this Agreement shall be returned to the contrary contained herein, but subject to party that provided such material and all additional copies thereof shall be destroyed by the non-providing party and the parties shall comply with all the provisions of Section 6.15section 8.1.1 of this Agreement, prior to below, concerning the Closing, without the prior written consent treatment of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its SubsidiariesConfidential Information. (b) In order 4.2.3 Commencing with the date of this Agreement and continuing until the first to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary occur of the Closing Date in order to provide SES or the opportunity to copy such books and records termination of this Agreement in accordance with the terms and provisions hereof, each of GSI and ▇▇▇▇▇▇▇ Bank, as the case may be, shall promptly advise Buyer in writing of any matter relating to its respective financial condition, operations, assets, liabilities or business which arises or is discovered after the date of this Section 6.3(b)Agreement, and which if existing or known on the date hereof would have been required to be set forth and described herein or in one of the Exhibits to this Agreement.

Access and Information. 4.1.1 During the Interim Period, Seller shall (a) Prior afford Buyer and its Representatives reasonable access to all of the Product Business, the Purchased Assets, and other documents and data to the Closing, SES extent primarily related to the Product Business and (b) use reasonable best efforts to cause its employees and Representatives to cooperate with and aid Buyer and its Representatives in its investigation of the Product Business. Any request or investigation under this Section 4.1.1 shall permit (be made or conducted on a reasonable basis by Buyer providing reasonable Notice to Seller and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access be conducted during normal business hours in such a manner as not to interfere unreasonably with the conduct of the Product Business. No investigation by Buyer or any of its Representatives or other information received by Buyer or any of its Representatives shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller (including Section 7.1) and upon reasonable notice shall not be deemed to all premisesamend or supplement the Seller Disclosure Schedules. 4.1.2 Buyer acknowledges and agrees that (a) certain records may contain information relating to Seller or its Affiliates, propertiesbut not relating to the Product Business (and, notwithstanding the inclusion of such information in such records, such information shall not constitute Purchased Assets), and that Seller and its Affiliates may retain copies thereof; (b) prior to making any records available to Buyer, Seller or its Affiliates may redact any portions thereof that do not relate to the Product Business; (c) any such access or furnishing of information shall be in accordance with applicable Law under the supervision of Seller’s or its Affiliates’ personnel, booksand in such manner as not to interfere unreasonably with the businesses, records, Contracts, commitments, reports personnel or operations of examination Seller or any of its Affiliates; (d) auditors and documents in the possession or control accountants of SES Seller or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as shall not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless Person; and until (e) Seller shall be entitled to restrict such person has signed a customary agreement relating to such access to work papers or data access, (x) as determined, in form and substance reasonably acceptable to such auditors or accountants. If so requested by SESits respective reasonable discretion, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided appropriate to ensure compliance with any Law and (y) to preserve any applicable attorney client privilege and to comply with contractual confidentiality obligations. 4.1.3 During the GE Entities pursuant Interim Period, Buyer hereby agrees it shall not contact, and it shall cause its Affiliates or Representatives to this Section 6.3. No investigation by the GE Entities not contact, any employee, licensor, licensee, competitor, supplier, distributor or their representatives or advisors prior to or after the date customer of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, Seller with respect to the GE Entities’ access and any information furnished to Product, the GE Entities Purchased Assets, the Product Business, this Agreement, the Ancillary Agreements or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closingtransactions contemplated hereby or thereby, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its SubsidiariesSeller. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Closingattorney-client privilege), SES shall permit Trade Secrets and contractual confidentiality obligations (provided that the Seller Parties shall, and shall cause each ISP to, use commercially reasonable efforts to obtain a waiver of any such contractual confidentiality obligations if requested by Buyer), upon reasonable prior notice, the Seller Parties shall (i) afford Buyer, and its Affiliates to permit) representatives of the GE Entities to have representatives, reasonable access access, during normal business hours hours, to the Books and upon reasonable notice to all premises, properties, personnel, books, recordsRecords, Contracts, commitments, reports of examination Governmental Authorizations and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat offices and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation properties of the transactions contemplated by this AgreementCompanies, (ii) furnish to Buyer such additional financial data and SES shall other information regarding the Companies as Buyer may from time to time reasonably request and (and shall cause iii) make reasonably available to Buyer the SES Entities to) reasonably cooperate with any such investigationsEmployees ; provided, however, that SES the reasonableness of such access and its Affiliates may withhold requests shall be determined by taking into account, among other considerations, the competitive positions of the parties; provided, further, that such investigation shall (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations be under the company policies supervision of the Seller Parties’ designated personnel or representatives and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) be in such a manner as not to unreasonably interfere with any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature businesses or operations of the information that is so withheldSeller Parties or their respective Affiliates (including the Companies); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates all requests for information made pursuant to this Section 5.1(a) shall be obliged directed to such Person or Persons as may be designated by Sellers’ Representative, and Buyer shall not directly or indirectly contact any officer, director, employee, agent or representative of the Seller Parties, any Company or any of their respective Affiliates without the prior approval of such designated Person(s); and provided, further, that the auditors and independent accountants of the Seller Parties or their respective Affiliates (including the Companies) shall not be obligated to make any work papers available to any person Person unless and until such person Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by SESthe Seller Parties, the GE Entities Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with SES and/or its Subsidiaries the Seller Parties or their respective Affiliates with respect to any information to be provided to the GE Entities Buyer pursuant to this Section 6.35.1(a). No investigation Buyer shall reimburse the Seller Parties promptly for any reasonable out-of-pocket expenses incurred by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access Seller Parties and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates in complying with respect to the Transferred Businesses (provided that the GE Entities may contact customers any request by or on behalf of the AMC-23 Business if any such contact is made Buyer in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance connection with this Section 6.3(b5.1(a).

Access and Information. (a) Prior Subject to the Closingterms of the Confidentiality Agreement, SES shall permit which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, Purchaser, on the one hand, and Sellers, on the other hand (and solely with respect to the Purchased Assets), shall and shall use commercially reasonable efforts to cause each of its Affiliates to permitsuch Party’s Representatives to: (i) representatives of provide the GE Entities to have other Party and such other Party’s Representatives with reasonable access during normal business hours and upon reasonable notice to all premises, propertiessuch Party’s Representatives, personnel, property and assets and to all existing books, records, ContractsTax Returns, commitments, reports of examination work papers and other documents in the possession or control of SES or any of its Affiliates or and information relating to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES such Party and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or informationprovide the other Party and such other Party’s Representatives with such copies of the existing books, if records, Tax Returns, work papers, product data, and other documents and information relating to such disclosure would violate applicable Law or Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request; (iii) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the officers and managers of such portions of documents or information which are subject to attorney-client privilege Party responsible for such Party’s financial statements and the provision internal controls of which, such Party to discuss such matters as determined by SES’s counsel, the other Party may eliminate the privilege pertaining to such documents, in each case, only after SES reasonably deem necessary or appropriate; and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to (iv) make such document or information available to the GE Entitiesother Party copies of unaudited financial statements, but has failed material operating and financial reports prepared for senior management or the board of directors of such Party, and any material notice, report or other document filed with or sent to enter into such arrangements or obtain such consents received from any Governmental Entity in connection with the Contemplated Transactions. Any investigation conducted by either Purchaser or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities Sellers pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior 5.3 shall be conducted in such manner as not to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall interfere unreasonably with the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers business of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesother Party. (b) In order Notwithstanding the foregoing, any Party may restrict the foregoing access to facilitate the resolution of extent that any claims made against Law applicable to such Party requires such Party to restrict or incurred by SES prohibit access to any such properties or information or may redact any of its Affiliates (as they relate the foregoing documents or reports to Splitco, the Equity Interests extent necessary to preserve the attorney-client privilege under any circumstances in which such privilege may be jeopardized by such access or the Transferred Businesses), for a period disclosure of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ such document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)or report.

Access and Information. (a) Prior to From the date hereof until the Closing, SES Sellers shall permit cause the Acquired Companies to, at Buyer’s sole cost and expense, and solely to the extent such information is readily available or would be readily obtained without any undue interference with the business or operations of Sellers or any of the Acquired Companies, (i) furnish to Buyer or its Representatives, such financial, operating and other data and any other information relating to the Business as such Persons may reasonably request in advance; (ii) upon reasonable prior notice and during normal working hours of the applicable Acquired Company, afford to Buyer and its Representatives reasonable access to the properties to conduct surveying, inspections, and for any other reason reasonably related to Buyer’s diligence, the Financing or this Agreement (subject to reasonable safety restrictions), copies of relevant books and records and employees, officers and Representatives of the Acquired Companies; and (iii) reasonably cooperate with Buyer to allow Buyer or its applicable Affiliate to make offers of employment to the Persons and in the manner set forth in Annex D; provided that (A) the obligation of any Acquired Company to provide the information referred to in clause (i) or the access referred to in clause (ii) shall be subject to the Access Restrictions, (B) Buyer shall not (directly or through any other Person) collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on any property related to any Acquired Company and (C) Sellers shall have the right to have their Representatives present for any granted access, review of information or meetings with employees, officers or Representatives of the Acquired Companies conducted as part of any actions contemplated by clause (i), (ii) or (iii). In the event that any Seller does not furnish any information referred to in clause (i), or does not provide any access referred to in clause (ii), in each case of the preceding sentence, based on the Access Restrictions, Sellers shall promptly notify Buyer of such refusal or inability to provide such information or access and shall use, and shall cause their respective Affiliates, including the Acquired Companies, to use, commercially reasonable efforts to make appropriate substitute arrangements, including entering into a joint defense Contract or “clean team” arrangements, or seek appropriate waivers or consents. Except in the case of any Sellers’, its Affiliates’ or their respective Representatives’ willful misconduct or gross negligence, B▇▇▇▇ agrees to indemnify and hold harmless Sellers, their Affiliates and their respective Representatives (each of its Affiliates to permitwhich Persons shall be a third-party beneficiary of this Section 6.04(a)) representatives for any and all Losses incurred by any of the GE Entities foregoing Persons arising out of or relating to have reasonable the on-site visits under this Section 6.04(a), including any claims by any Person with respect to injury or death to Persons or property damage. Notwithstanding the foregoing, B▇▇▇▇’s access rights under this Section 6.04(a) shall terminate, with access to information governed by discovery, during normal business hours and upon reasonable notice the pendency of any Action between the parties hereto. No information or knowledge obtained by any Person in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by any party hereto. (b) At or as soon as reasonably practicable after the Closing, Sellers shall deliver to Buyer all premises, properties, personnel, written books, recordsdrawings, Contracts, commitments, reports OEM manuals and records of examination and documents the Acquired Companies that are in the possession or control of SES Sellers or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary Affiliates and not located at the Acquired Companies’ premises or not otherwise made available to permit Buyer or its Representatives. From and after the GE EntitiesClosing, at their sole expensewithout limiting the rights of Sellers pursuant to Section 2.04(c), and in a manner so as not unreasonably to interfere with the normal operations of SES and its SubsidiariesBuyer shall, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold Acquired Companies to (i) any document or information that is subject to maintain the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies books and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice records of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven six (76) years after the Closing oryears, if shorter, the applicable period specified except in the GE Entities’ document retention policy, the GE Entities shall (i) retain the case of books and records relating to SplitcoTaxes, which shall be maintained for any longer period required by Applicable Law; and (ii) at Sellers’ sole cost and expense, to the Equity Interests extent reasonably necessary to permit Sellers or any of their Affiliates to perform their Tax, accounting and the Transferred Businesses financial reporting obligations or to perform or satisfy any bona fide legal or regulatory obligation relating to periods any period prior to the Closing and subject to the Access Restrictions, (iiA) furnish to Sellers and their Representatives such financial and operating data and any other information relating to the Business as such Persons may reasonably request in advance and (B) upon no less than three (3) Business Days’ written notice and during working hours of the applicable Acquired Company, afford the representatives of SES to Sellers and its Affiliates their respective Representatives reasonable access to the properties (including subject to reasonable safety restrictions), copies of books and records, and employees, officers and Representatives of the Acquired Companies; provided, in each case of the foregoing clauses (ii)(A) and (ii)(B), that (1) Buyer shall have the right to makehave its Representatives present for any communication with employees, at SES’s expenseofficers or Representatives of the Acquired Companies; and (2) no Acquired Company shall be required to furnish any information to the extent that (x) Buyer reasonably believe any of Buyer or its Affiliates is prohibited from furnishing such information to Sellers or their Representatives under Applicable Law or any Contract; or (y) such information relates to pricing or other matters that are sensitive and the furnishing of such information, photocopiesas determined by Buyer, might reasonably result in antitrust difficulties for Buyer or any of their Affiliates. In the event that Buyer does not furnish any information referred to in clause (i), during normal business hoursor does not provide any access referred to in clause (ii), in each case of the preceding sentence, based on the Access Restrictions, Buyer shall promptly notify Sellers of such refusal or inability to provide such information or access and shall use, and shall cause its Affiliates, including the Acquired Companies, to such books use, commercially reasonable efforts to make appropriate substitute arrangements, including entering into a joint defense Contract or “clean team” arrangements, or seek appropriate waivers or consents. Sellers agree to indemnify and records; providedhold harmless Buyer, however, that its Affiliates and their respective Representatives (each of which Persons shall be a third-party beneficiary of this Section 6.04(b)) for any and all Losses incurred by any of the GE Entities shall notify SES in writing at least 30 days in advance foregoing Persons arising out of destroying any such books and records prior or relating to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with on-site visits under this Section 6.3(b6.04(b), including any claims by any Person with respect to injury or death to Persons or property damage.

Access and Information. (ai) Prior to From the date hereof until the Closing, SES subject to reasonable rules and regulations of Seller Parties and any applicable Legal Requirements, Seller Parties shall permit (i) afford Buyer and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access Representatives access, during normal regular business hours and upon reasonable advance notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, SplitcoEmployees, the Equity InterestsAssets and the Books and Records, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make(ii) furnish, or cause to be madefurnished, such investigation thereof to Buyer any financial and operating data and other information that is available with respect to the Assets, Assumed Liabilities or the Business as Buyer from time to time reasonably requests and (iii) instruct the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, Employees and SES shall (and shall cause the SES Entities to) its Representatives to reasonably cooperate with any such investigations; providedBuyer in its investigation of the Assets, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege Assumed Liabilities and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountantsBusiness. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities No investigation pursuant to this Section 6.38.3(i) shall alter any representation or warranty given hereunder by Seller Parties. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any All requests for information obtained by the GE Entities made pursuant to this Section 6.38.3(i) shall diminish, obviate be directed to an executive officer of Seller Parties or cure such Person or Persons as may be designated by Seller Parties. All information received in any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives form pursuant to this Section 6.3. Notwithstanding anything 8.3(i) shall be governed by the terms of the Confidentiality Agreement and shall be held in confidence pursuant to the contrary contained herein, but subject to the provisions of Section 6.15, prior to 8.8 hereof. (ii) Following the Closing, without upon the prior written consent request of SES (i) the GE Entities shall not contact any suppliers toother party, or customers ofSeller Parties and Buyer shall, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers extent permitted by applicable Legal Requirements and confidentiality obligations existing as of the AMC-23 Business if any such contact is made Closing Date, grant to the other party and its Representatives during regular business hours and subject to reasonable rules and regulations of the granting party, the right, at the expense of the non-granting party, to inspect and copy the books, records and other documents in the presence of a representative of SES, or otherwise with SESgranting party’s consent in writing) and (ii) possession pertaining to the GE Entities shall have no right to perform invasive or subsurface investigations operation of the properties or facilities of any of SES Assets or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods Business prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either party have access to legally privileged information of the right to makeother party, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior or to the seventh anniversary consolidated federal, state or local Tax Returns of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)other party.

Access and Information. (a) Prior Purchaser shall: (i) afford Seller and its managers, members, officers, employees, accountants, consultants, legal counsel, agents, and other representatives (collectively, the "Seller Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the Closingofficers, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premisesdirectors, employees, agents, properties, personneloffices, booksand other facilities of Purchaser (including any subsidiary) and to the books and records thereof; and (ii) furnish promptly to Seller and Seller Representatives such information concerning the business, properties, contracts, records, Contractsand personnel of Purchaser (including financial, commitmentsoperating, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat other data and their respective Subsidiaries information) as may be necessary reasonably requested, from time to permit the GE Entitiestime, at their sole expenseby Seller and Seller Representatives. (b) Seller shall: (i) afford to Purchaser and its officers, directors, employees, accountants, consultants, legal counsel, agents, and in a manner so as not unreasonably to interfere with other representatives (collectively, the normal operations of SES and its Subsidiaries"Purchaser Representatives") reasonable access at reasonable times, upon reasonable prior notice, to makethe managers, members, officers, employees, accountants, agents, properties, offices, and other facilities of Seller and to the books and records thereof; and (ii) furnish promptly to Purchaser and the Purchaser Representatives such information concerning the business, properties, contracts, records, and personnel of Seller (including financial, operating, and other data and information) as may be reasonably requested, from time to time, by Purchaser and the Purchaser Representatives. (c) Notwithstanding the foregoing provisions of this section, no Party shall be required to grant access or cause furnish information to be madethe other Party to the extent that such access to or the furnishing of such information is prohibited by Applicable Law. No investigation by the Parties made heretofore or hereafter shall affect the representations and warranties of the Parties that are herein contained, and each such investigation thereof as representation and warranty shall survive such investigation. (d) Each Party agrees that it will treat in confidence all documents, materials, and other confidential information that it shall have obtained regarding the GE Entities reasonably deem necessary or advisable in connection with other Party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement, and SES shall hereby (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to whether obtained before or after the date of this Agreement APA), the investigation provided for herein, and the preparation of this APA and other related documents (including collectively, the "Confidential Information"). Such Confidential Information shall not be communicated to any information obtained by third Person (other than to such Party's respective counsel, accountants, financial advisers, or lenders) and shall not be used for any purpose to the GE Entities pursuant to detriment of the other Party. No Party shall use any Confidential Information in any manner whatsoever except solely for the purpose of evaluating a possible business relationship with the other Party. No Party and no Seller Representative or Purchaser Representative will, during the term of this Section 6.3) shall diminishAPA or at any time during the two years thereafter, obviate irrespective of the time, manner, or cure cause of termination of this APA, use, disclose, copy, or assist any breach other Person in the use, disclosure, or copying of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any Confidential Information of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesother Party. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior to Upon reasonable notice, each of the Closing, SES Company and Parent shall permit (and shall cause each of its Affiliates subsidiaries to) afford to permit) the other party and its representatives (including, without limitation, directors, officers and employees of the GE Entities to have reasonable other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, loan and upon reasonable notice to all premisescredit files, tax returns and work papers of independent auditors), properties, personnelpersonnel and to such other information as such party may reasonably request; provided, bookshowever, records, Contracts, commitments, reports of examination that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made herein. The Company and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expenseParent will not, and in a manner so as each will cause its representatives not unreasonably to, use any information obtained pursuant to interfere with the normal operations of SES and its Subsidiaries, this Section 5.3 for any purpose unrelated to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, the Company and Parent will keep confidential, and SES shall (will cause its representatives to keep confidential, all information and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities obtained pursuant to this Section 6.3. No investigation by 5.3 unless such information (i) was already known to the GE Entities Company or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such propertiesParent, as the case may be, with respect or an affiliate of the Company or Parent, (ii) becomes available to the GE Entities’ access and any information furnished Company or Parent, as the 38 44 case may be, or an affiliate of the Company or Parent from other sources not known by such party to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained hereinbe bound by a confidentiality agreement, but subject to the provisions of Section 6.15, prior to the Closing, without (iii) is disclosed with the prior written consent approval of SES (i) the GE Entities shall not contact any suppliers toCompany or Parent, as the case may be, or customers of(iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, SES, its Subsidiaries each party shall promptly cause all copies of documents or their respective Affiliates with respect extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the Transferred Businesses (provided that party which furnished the GE Entities may contact customers same. The provisions of the AMC-23 Business if any such contact is made in the presence of a representative of SESConfidentiality Agreements dated April 5, or otherwise with SES’s consent in writing) 1999 and (ii) the GE Entities December 23, 1998 shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior survive to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to extent such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance terms are not inconsistent with this Section 6.3(b)5.3.

Access and Information. (a) Prior Upon reasonable notice and subject to applicable laws relating to the Closingexchange of information, SES each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall permit (and shall cause each its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates to permitand counsel, accountants and other professionals retained by the other party) representatives of the GE Entities to have such reasonable access during normal business hours and upon reasonable notice throughout the period before the Effective Time to all premisesthe books, records, contracts, properties, personnel, books, records, Contracts, commitments, reports of examination information technology and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access such other information relating to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat other party and their respective its Subsidiaries as may be necessary reasonably requested, except where such materials (i) constitute attorney-client privileged communications or information, (ii) relate to permit pending or threatened litigation or investigations if, in the GE Entitiesopinion of counsel, the presence of such designees would or might jeopardize any privilege relating to, the matters being discussed or (iii) constitute confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The parties will endeavor to make appropriate and reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clauses (ii) or (iii) above. (b) From the date hereof until the Effective Time, the Company shall, and shall cause its respective Subsidiaries to, promptly provide to Purchaser (i) a copy of each report filed with a Governmental Entity (other than publicly available periodic reports filed with the SEC), (ii) a copy of each periodic report provided to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as may be reasonably requested; provided that Purchaser shall not be entitled to receive reports or other documents relating to (w) solely in the case of clause (ii), matters involving this Agreement, (x) pending or threatened litigation or investigations if, in the opinion of counsel, the disclosure of such information would or might jeopardize any privilege relating to, the matters being discussed, or (y) confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws. The Company will endeavor to make appropriate and reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clause (w) or (x) apply. (c) The Company shall permit, and shall cause its Subsidiaries to permit, Purchaser and/or a cybersecurity consulting firm selected by Purchaser, at their the sole expenseexpense of Purchaser, to conduct such IT security audits, studies and tests on the Company IT Systems. (d) The Company and Purchaser will not, and will cause its respective representatives not to, use any information and documents obtained in a manner so as not unreasonably to interfere with the normal operations course of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with consideration of the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to including any information to be provided to the GE Entities obtained pursuant to this Section 6.3. No investigation 5.3, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold such information and documents in confidence and treat such information and documents as secret and confidential and will use all reasonable efforts to safeguard the GE Entities or their representatives or advisors prior to or confidentiality of such information and documents in accordance with the provisions of the Confidentiality Agreement. (e) From and after the date hereof, representatives of this Agreement (including any information obtained by Purchaser and the GE Entities pursuant Company shall meet on a regular basis to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall discuss and plan for the conduct or completion of any such investigation be a condition to any Closing and the conversion of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SESCompany’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries with the goal of conducting such conversion as soon as practicable following the consummation of the Bank Merger. (bf) In Within fifteen (15) Business Days of the end of each calendar month, the Company shall provide Purchaser with an updated list of Loans described in Section 3.2(w)(vi). (g) The information regarding the Company and its Subsidiaries to be supplied by the Company for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to facilitate make the resolution statements therein, in light of the circumstances under which they are made, not misleading. The information supplied, or to be supplied, by the Company for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated by this Agreement shall be accurate in all material respects. (h) The information regarding Purchaser and its Subsidiaries to be supplied by Purchaser for inclusion in the Registration Statement, any claims made against filings or incurred approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement-Prospectus (except for such portions thereof supplied by SES the Company or any of its Affiliates (Subsidiaries) will comply as they relate to Splitco, form in all material respects with the Equity Interests or provisions of the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests Exchange Act and the Transferred Businesses relating rules and regulations thereunder. The information supplied, or to periods prior be supplied, by Purchaser for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or advisable to consummate the Closing and (ii) afford transactions contemplated by this Agreement shall be accurate in all material respects. The Registration Statement will comply as to form in all material respects with the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary provisions of the Closing Date in order to provide SES Securities Act and the opportunity to copy such books rules and records in accordance with this Section 6.3(b)regulations thereunder.

Access and Information. Upon at least three (a3) Prior days prior written notice, Purchaser agrees to the Closing, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have provide Seller reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only Owned Real Property as is required for Seller to satisfy its obligations with respect to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries Retained Environmental Liabilities as may be necessary to permit the GE Entities, at their sole expensedescribed above in Section 6.20(a), and in a manner so as not unreasonably Purchaser will permit Purchaser’s employees to interfere with the normal operations provide reasonable levels of SES support and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; providedSeller (including without limitation, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information reasonably available to the GE Entities, but has failed Purchaser) as is necessary for Seller to enter into satisfy such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountantsobligations. If so requested All actions taken by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities Seller pursuant to this Section 6.36.20 (i) shall not unreasonably interfere with the operation of the Business and (ii) shall be completed in a commercially reasonable manner and in accordance with Applicable Law, including Environmental Laws and Health and Safety Laws. No investigation Seller will (A) reimburse Purchaser for any costs incurred by the GE Entities Purchaser in providing support or their representatives or advisors prior cooperation to or after the date of this Agreement Seller, (including any information obtained by the GE Entities B) keep Purchaser informed as to Seller’s activities pursuant to this Section 6.3) shall diminish6.20 and the status of, obviate or cure and any breach of any representationdevelopment related to, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any all of the GE Entities’ obligations under this Agreement. The GE Entities agree Retained Environmental Liabilities and the activities required to abide be undertaken by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives Purchaser pursuant to this Section 6.3. Notwithstanding anything 6.20, (C) promptly provide Purchaser with copies of any correspondence or other documents provided to or received from any Governmental Entity related to such matters), (D) indemnify, defend and hold the Purchaser Indemnitees harmless from and against any and all Liabilities and Losses to the contrary contained hereinextent arising, but subject to in whole or part, out the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SESperformance by Seller, its Subsidiaries employees, agents, independent contractors, sub-contractors or Persons acting on their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SESbehalf, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause actions described above, and (E) give Purchaser notice of any proposed meeting with any Government Entity at least 5 Business Days prior to be conducted Phase I reviews of the properties such meeting and facilities of Satlynx permit Purchaser and its Subsidiaries. (b) In order advisors to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified attend and observe such meeting but not actively participate in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)meeting.

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to any applicable Laws, Seller shall permit (i) afford Buyer and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access access, during normal regular business hours and upon reasonable notice to all premisesadvance notice, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extentApplicable Employees and the assets, but only to books and records of the extentBusiness (including payroll information and employee data), pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make(ii) furnish, or cause to be madefurnished, such to Buyer any financial and operating data and other information that is available with respect to the Business as Buyer from time to time reasonably requests in writing and (iii) instruct the Applicable Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this AgreementBusiness, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigationsincluding instructing its accountants to give Buyer access to their work papers; provided, however, that SES and its Affiliates may withhold (i) in no event shall Buyer have access to any document or information that is subject to the terms (x) based on advice of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SESSeller’s counsel, may eliminate could create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or could destroy any legal privilege or (y) in the privilege pertaining to such documentsreasonable judgment of Seller, could (A) result in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements the disclosure of any trade secrets of third parties or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements B) violate any obligation of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries Seller with respect to any confidentiality so long as, with respect to confidentiality, Seller has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. All requests for information to be provided to the GE Entities made pursuant to this Section 6.35.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any All information obtained by the GE Entities received pursuant to this Section 6.35.1(a) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall be governed by the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions terms of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries5.10. (b) In order Following the Closing, upon the request of another party, each of Seller, Buyer and the Companies shall, to facilitate the resolution extent permitted by Law and confidentiality obligations existing as of any claims made against or incurred by SES or any of the Closing, grant to a requesting Party and its Affiliates (as they relate to Splitcorepresentatives during regular business hours, the Equity Interests or right, at the Transferred Businesses)expense of such requesting Party, for a period of seven (7) years after to inspect and copy the Closing orbooks, if shorter, the applicable period specified records and other documents in the GE Entities’ document retention policy, granting Party’s possession pertaining to the GE Entities shall (i) retain operation of the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods Business prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) with respect to Seller, for purposes of preparing the right requesting Party’s Tax Returns and with respect to makethe Companies, at SES’s expense, photocopies), during normal business hours, for any purpose reasonably related to such books and recordsthe Transaction; provided, however, that the GE Entities requesting Party agrees such access will give due regard to minimizing interference with the operations, activities and Employees of the granting Party. In no event shall notify SES in writing at least 30 days in advance of destroying any such books and records prior Seller or Buyer have access to the seventh anniversary consolidated federal, state or local Tax Returns of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)other Party.

Access and Information. (a) Prior 8.1.1 Subject to Applicable Law, during the period between the date of this Agreement and Closing, Aegon Europe and Aegon shall, and shall procure that Aegon Annual Report on Form 20-F 2022 | 493 About Aegon Governance and risk management Financial information Non-financial information the Group Companies shall: a. afford ASR and any person authorised by ASR, upon reasonable advance notice, access, during regular business hours, to all premises occupied by, and to, the books and records of the Group Companies; b. afford ASR and any person authorised by ASR, upon reasonable advance notice, access to information with respect to the Closing, SES shall permit (and shall cause each Group Companies; and c. at the request of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access ASR provide such information with respect to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat Group Companies that ASR and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities any person authorised by ASR reasonably deem necessary or advisable require in connection with the consummation of the transactions contemplated potential (preparation of) integration by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; ASR. provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to only be provided to the GE Entities pursuant extent ASR and ASR Representatives may reasonably require such access (a) to comply with their obligations under this Section 6.3. No investigation Agreement, including for the purposes of (i) preparation of the ASR Shareholders’ Circular (Clause 6.1), (ii) fulfilment of the Competition Condition (Clause 7.2.2), (iii) fulfilment of the ASR Regulatory Conditions (Clause 7.2.6), (iii) preparation of the Prospectus and having the Prospectus approved by the GE Entities or their representatives or advisors prior AFM (Clause 8.9), and (iv) preparation of the Offering Circulars and having the Offering Circulars approved by the Irish Stock Exchange (Clause 8.9) and (b) for the preparation of the planning of the Group to or after become part of the ASR Group. 8.1.2 Subject to Applicable Law, during the period between the date of this Agreement (and Closing, Aegon shall inform ASR as soon as practically possible of any material developments or circumstances in relation to the business and financial position and assets of the Group Companies, including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach possible Breach in respect of any representation, warranty, covenant Aegon’s Warranties or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion breach by Aegon of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior During the period commencing on the date hereof and continuing through the Closing Date, Acuitrek and the Sellers shall afford to Purchaser and to Purchaser’s accountants, counsel, investment bankers, consultants, engineers and other representatives, reasonable access to all of its properties, including without limitation to the Closing, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, recordscontracts, ContractsAssets, commitments, reports of examination records and documents in the possession or control of SES or any of its Affiliates or personnel and, during such period, to which SES or any of its Affiliates otherwise has access furnish promptly to the extent, but only to the extent, pertaining to the Transferred Businesses, SplitcoPurchaser all information concerning Acuitrek, the Equity InterestsBusiness and the Assets and such items as Purchaser may reasonably request. In addition, Star Oneduring such period, AsiaSat Acuitrek shall afford to Purchaser and their respective Subsidiaries as may be necessary its counsel, consultants, engineers and other representatives the right to permit the GE Entitiesinspect, at their sole expenseinvestigate, review and in a manner so as perform tests on its assets, provided such does not unreasonably to materially interfere with the normal operations business activities of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its SubsidiariesAcuitrek. (b) In order Except to facilitate the resolution extent permitted by the provisions of Section 6.6 hereof, Purchaser shall hold in confidence, and shall use reasonable efforts to ensure that its employees and representatives hold in confidence, all such information supplied to it by Acuitrek concerning Acuitrek and shall not disclose such information to any claims third party except as may be required by any Legal Requirement and except for information that (i) is or becomes generally available to the public other than as a result of disclosure by Purchaser or its representatives, (ii) becomes available to Purchaser or its representatives from a third party other than Acuitrek, and Purchaser or its representatives have no reason to believe that such third party is not entitled to disclose such information, (iii) is known to Purchaser or its representatives on a nonconfidential basis prior to its disclosure by Acuitrek or (iv) is made against or incurred available by SES or Acuitrek to any of its Affiliates (as they relate to Splitcoother Person on a nonrestricted basis. Purchaser’s obligations under the foregoing sentence shall expire on the Closing Date or, if the Equity Interests or the Transferred Businesses)Closing does not occur, for a period of seven (7) two years after the date hereof. (c) Except to the extent permitted by the provisions of Section 6.6 hereof, Acuitrek shall hold in confidence, and shall use reasonable efforts to ensure that its employees and representatives hold in confidence, all such information supplied to it by Purchaser concerning Purchaser and shall not disclose such information to any third party except as may be required by any Legal Requirement and except for information that (i) is or becomes generally available to the public other than as a result of disclosure by Acuitrek or its representatives, (ii) becomes available to Acuitrek or its representatives from a third party other than Purchaser, and Acuitrek or its representatives have no reason to believe that such third party is not entitled to disclose such information, (iii) is known to Acuitrek or its representatives on a nonconfidential basis prior to its disclosure by Purchaser or (iv) is made available by Purchaser to any other Person on a nonrestricted basis. Acuitrek’s obligations under the foregoing sentence shall expire on the Closing Date or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford does not occur, two years after the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)date hereof.

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to the applicable policies and practices of the Funds and any applicable Law, the Sellers’ Representative shall permit (and shall cause each of its Affiliates to permit) representatives any other relevant members of the GE Entities Sellers’ Group to have afford the Purchasers’ Representative reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extentassets, but only books and records, offices and other facilities and Representatives who have knowledge relating to the extentTarget Business, pertaining in each case, in order that the Purchasers’ Representative shall have the opportunity to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, make such investigation thereof and to make such copies of such information and data as the GE Entities Purchasers’ Representative shall reasonably deem necessary or advisable require in connection with the consummation of Transactions, including the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigationsPre-Closing Reorganization Transactions; provided, however, that SES and its Affiliates may withhold (i) in no event shall the Purchasers’ Group have access to any document or information that is subject (x) relates solely to a part of the terms business of a confidentiality agreement with a third party the ING Group or its subsidiaries that are not being transferred pursuant to non-disclosure obligations under the company policies and business custom governing the conduct this Agreement, (y) based on advice of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document Sellers’ counsel, or informationin Sellers’ reasonable determination, if such disclosure would violate applicable Law or (iiiz) such portions in the reasonable judgment of documents any member of the Sellers’ Group could violate any obligation of the Sellers’ Group with respect to confidentiality. All information received pursuant to this Section 5.8(a) shall be governed by the terms of the Confidentiality Agreement until its termination according to Section 5.16(a) (Confidentiality), and thereafter, shall be governed by Section 5.16(b) (Confidentiality) and Section 5.16(c) (Confidentiality). (b) Following the Closing, to the extent permitted by applicable Law, the Purchasers’ Representative agrees to provide (or information which are subject cause the relevant members of the Purchasers’ Group to attorney-client privilege provide) the Sellers’ Representative with, and the provision Sellers’ Representative agrees to provide (or cause the relevant members of whichthe Sellers’ Group to provide) the Purchasers’ Representative with, as determined by SES’s counselall necessary access to all books and records and other documents of the Target Companies and the Sale Assets and to their related assets, may eliminate the privilege pertaining to such documentsproperties and Representatives, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information extent that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance is reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide required by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator member of such propertiesgroup to (x) prepare financial statements, as the case may be, with regulatory filings or Tax Returns in respect to the GE Entities’ access and any information furnished to the GE Entities of periods ending on or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers toapplicable Closing Date, or customers of(y) comply with the terms of this Agreement, SESany other Transaction Document, its Subsidiaries any applicable Law or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities request of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and recordsGovernment Authority; provided, however, that in no event shall the GE Entities shall notify SES Sellers’ Group have access to any information that (A) based on advice of Purchasers’ counsel, or in writing at least 30 days Purchasers’ reasonable determination, would violate applicable Law or (B) in advance the reasonable judgment of destroying any such member of the Purchasers’ Group could violate any obligation of the Purchasers’ Group with respect to confidentiality. The Purchasers’ Representative agrees to (or to cause the relevant members of the Purchasers’ Group to), and the Sellers’ Representative agrees to (or to cause the relevant members of the Sellers’ Group to), retain and preserve all relevant books and records prior to the seventh anniversary of the Target Companies and the Sale Assets and all such other documents in its possession, in compliance with all applicable Law, for at least eight (8) years following the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)Date.

Access and Information. (a) Prior During the Pre-Closing Period, subject to the Closingrestrictions set forth in the Confidentiality Agreement dated as of June 22, SES shall permit 2016 between the Purchaser and the Company (and the “Confidentiality Agreement”), the Sellers shall cause each of the Target Companies to permit the Purchaser and its Affiliates to permit) representatives of the GE Entities to have reasonable access access, during normal business hours and upon after reasonable prior notice to all premisesthe Company, to (i) the facilities, assets, properties, personnelbooks and records of the Company, booksother than any personnel information protected by applicable privacy Laws, recordsand (ii) the directors (or the equivalent position with respect to foreign Subsidiaries) and the C-Level Officers, Contractsagents and representatives of the Target Companies (collectively, commitmentsthe “Company Representatives”), reports of examination and shall make available such information and documents in the Company’s possession or control of SES or relating to any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof Target Company as the GE Entities Purchaser may reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigationsrequest; provided, however, that SES any such access by the Purchaser or its representatives shall not unreasonably interfere with the conduct of the Hibernia Business by the Target Companies or be reasonably likely in the written opinion of counsel to the Target Companies to result in the waiver of any legal privilege. All information provided or obtained pursuant to the foregoing shall be held by the Purchaser in accordance with and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or the Confidentiality Agreement. Prior to non-disclosure obligations under making any physical inspection of the company policies and business custom governing Real Property, the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available Purchaser shall provide to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers Company: (but, subject to requirements of applicable Law, SES shall provide the GE Entities A) reasonable advance notice of the nature date and approximate time that the applicable inspection will be conducted; and (B) the name of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall each individual who will be obliged to make any work papers available to any person unless and until conducting such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement inspection. (including any information obtained by the GE Entities pursuant to this Section 6.3b) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained hereinin this Agreement or otherwise, but subject to during the provisions Pre-Closing Period, the Purchaser (and all of Section 6.15the representatives and Affiliates thereof and any employees, prior to directors and officers thereof) shall not contact or communicate with employees (other than the ClosingC-Level Officers), without customers, suppliers and others having a business relationship with the Target Companies in connection with the transactions contemplated hereby, except with the prior written consent of SES (i) the GE Entities shall not contact any suppliers toCompany, which consent may be withheld, conditioned or customers ofdelayed at its sole discretion, SES, its Subsidiaries or their respective Affiliates and in accordance with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made procedures set forth in the presence of a representative of SES, Confidentiality Agreement or as otherwise with SES’s consent agreed by the Company in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (bc) In order to facilitate Following the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to SplitcoClosing Date, the Equity Interests or Purchaser shall, and shall cause the Transferred Businesses)Target Companies to, retain the books and records in existence as of the Closing Date relating to the Target Companies and the Hibernia Business for a period of seven (7) years after the Closing orDate, if shorterand during such period the Purchaser shall, and shall cause the applicable period specified in the GE Entities’ document retention policyTarget Companies to, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior afford promptly to the Closing Sellers, Seller Representative and (ii) afford the their representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hourshours to properties, books, records and employees of the Target Companies to the extent necessary in order for the Sellers to fulfill duties related to financial reporting, Tax return preparation or Tax compliance of the Sellers or third-party claims that are not the subject of, and would not reasonably be expected to become (assuming for this purpose the on-going survival of all representations and warranties and pre-Closing covenants and agreements of the Company set forth in this Agreement) the subject of an indemnification claim under this Agreement and which cannot reasonably be obtained from any other Person or in any other manner. The Purchaser and the Sellers agree that any access or other rights under this Section 5.5(c) shall be provided only after reasonable advance written request by a Seller and the Sellers shall reasonably cooperate with the Purchaser and the Target Companies so that such access or other rights do not unreasonably disrupt the operations of the Target Companies. The parties agree and acknowledge that the Purchaser may condition its obligations under this Section 5.5(c) on receipt from the Sellers, the Seller Representative and their representatives, as applicable, of a customary agreement restricting use and disclosure by such Persons of the information provided by the Purchaser or the Target Companies to such books and records; provided, however, that the GE Entities Persons or otherwise obtained by them in Sellers’ exercise of their rights under this Section 5.5(c). The foregoing provisions of this Section 5.5(c) shall notify SES in writing at least 30 days in advance of destroying any such books and records prior not apply with respect to the seventh anniversary of the Closing Date matters set forth in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)5.9, which shall be governed thereby.

Access and Information. (a) Prior to Until the Closing, SES shall permit (subject only to applicable rules and shall cause each of its Affiliates to permit) representatives regulations of the GE Entities FCC, Benchmark shall afford to have reasonable access Mergeco and its representatives (including accountants and counsel) access, during normal business hours and hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the business of Benchmark or its subsidiaries, to all premises, properties, personnel, books, records, Contractsdocuments and returns of Benchmark and its subsidiaries and all other information relating to Benchmark and its subsidiaries together with the opportunity to make copies of such books, commitmentsrecords, reports returns and other documents and to discuss the business of examination Benchmark and documents in its subsidiaries with such officers, station managerial personnel (including the possession General Manager, General Sales Manager, Programming Director and Business Manager, or control persons performing comparable duties, of SES each Station), accountants, consultants and counsel for Benchmark as Mergeco deems reasonably necessary or any appropriate for the purposes of its Affiliates or to which SES or any of its Affiliates otherwise has access to familiarizing itself with Benchmark and the extentStations, but only to the extentincluding, pertaining to the Transferred Businesses, Splitcowithout limitation, the Equity Interests, Star One, AsiaSat right to visit each Station at least monthly; provided that such Station visits shall be scheduled at least five (5) Business Days in advance and their respective Subsidiaries as may shall be necessary to permit the GE Entities, at their sole expense, and conducted in a manner so as intended to minimize the disruption to the operations of the Stations; further provided, that Mergeco shall not unreasonably contact any Station personnel without the express prior consent of the General Partners. In furtherance of the foregoing, Benchmark shall authorize and instruct Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ to interfere meet with Mergeco and its representatives, including its independent public accountants, to discuss the business and accounts of Benchmark and to make available (with the normal operations of SES opportunity to make copies) to Mergeco and its Subsidiariesrepresentatives, including its independent public accountants, work papers prepared by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ and related to maketheir audit of the consolidated financial statements and tax returns of Benchmark. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement (herein so called) dated September 10, or cause to be made1996 between Hicks, Muse, Tate & ▇urs▇ ▇▇▇orporated and the General Partners until such investigation thereof time as the GE Entities reasonably deem necessary or advisable transactions contemplated by this Agreement have been consummated. Benchmark waives any provisions in connection with the Confidentiality Agreement that would otherwise prohibit the execution of this Agreement and the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any information to be provided to the GE Entities pursuant to this Section 6.3. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiarieshereby. (b) In order Within thirty (30) days after the end of each calendar month, Benchmark shall deliver to facilitate Mergeco monthly operating statements for Benchmark and each of the resolution Funds (in a form consistent with the monthly operating statements previously supplied to Mergeco) prepared in the ordinary course of any claims made against or incurred business for internal purposes, including comparisons to comparable prior year periods and current year budget, as well as monthly statements prepared in the ordinary course for internal purposes containing the dollar amount of all trade and barter liabilities of each Station. Benchmark shall deliver to Mergeco the rating books and such other ratings information subscribed to by SES Benchmark including, without limitation, Arbitrends, Accuratings or any other written information reflective of its Affiliates the quantitative or qualitative nature of the audiences of the Stations for each of the Stations, to the extent subscribed, upon receipt of the same by the General Partners. Benchmark shall instruct the Station management of each Station to provide such information and reports to the General Partners promptly upon receipt by such Station management. In addition, upon request, as soon as the same are distributed to the General Partners by each Station, Benchmark will provide Mergeco with copies of each Station's weekly sales pacing reports, with comparisons to sales pacing in the corresponding period of the prior year. (as they relate to Splitco, the Equity Interests or the Transferred Businessesc) Without duplication of Section 4.2(b), for a period of seven (7) years after at such time as Benchmark provides the Closing orsame to its lenders, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities Benchmark shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary provide Mergeco with copies of the Closing Date in order financial statements delivered by Benchmark or its subsidiaries to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)their respective lenders.

Access and Information. (a) Prior to Subject to, and in accordance with, the terms and conditions of the Confidentiality Agreements, from the date hereof until the Closing, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premisesCompany shall, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities Subsidiary to) reasonably cooperate with any such investigations; provided, however, that SES make full disclosure to the Buyer and its Affiliates may withhold Permitted Representatives (ias defined in the Confidentiality Agreements) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of all the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement Buyer with SES and/or its Subsidiaries with respect to any information to be provided regard to the GE Entities pursuant to this Section 6.3Transferred Companies. No investigation by Notwithstanding the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminishpreceding sentence, obviate or cure any breach of any representation, warranty, covenant or agreement contained nothing in this Agreement or any Ancillary Agreement nor other agreement between the Parties shall obligate the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries Company or the operator of such properties, as the case may be, with respect Subsidiary to disclose to the GE Entities’ access and any information furnished to the GE Entities Buyer, or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15agents or representatives, prior to the Closing, without the prior written consent of SES any information concerning (ia) the GE Entities shall not contact any suppliers toMutual Litigation, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate source code for any software owned or used by the resolution Transferred Companies, or (c) the names or other identifying information (email, phone, mailing or IP address, etc.) of any claims customers (except in the case of a random sampling of an agreed upon number of customers performed by an independent third party agent of Buyer for verification purposes only). No investigation pursuant to this Section shall alter any representation or warranty given hereunder by the Sellers or the Company. All requests for information made against pursuant to this Section shall be directed to the Sellers’ Representative or incurred such Person or Persons as may be designated by SES the Sellers’ Representative. All information received pursuant to this Section shall be governed by Section 6.10 and the Confidentiality Agreements, together with any other agreement entered into regarding the confidentiality and/or dissemination of information of the Company to the Buyer or to its counsel. Notwithstanding any provision to the contrary, if, in the opinion of counsel to the Company, it may be potentially harmful to disclose certain documents or information to the Buyer, having regards to the competitive and/or litigation position of the Company in the event the Closing is not consummated pursuant to this Agreement, then such documents or information shall not be provided to the Buyer, the Parent or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)their Representatives.

Access and Information. (a) Prior From the date hereof until the Closing Date (or earlier termination of this Agreement in accordance with the terms hereof), subject to the Closingany applicable Law and subject to any applicable privileges (including attorney-client privilege), SES trade secrets and contractual confidentiality obligations, upon reasonable prior notice, Vendor shall permit use its commercially reasonable efforts to: (i) afford Buyer and shall cause each of its Affiliates to permit) representatives of the GE Entities to have Representatives reasonable access access, during normal business hours and upon reasonable notice hours, to all premises, properties, personnel, the books, data, files, information and records, Contractsoffices and properties of the Conveyed Entities, commitmentsVendor (to the extent relating to the ENSTAR Assets) and APC (to the extent relating to the APC Assets) (or, reports upon completion of examination the Pre-Closing Reorganization, NewCo, New APC, New ENSTAR or any Conveyed Subsidiary Entity); (ii) furnish to Buyer such additional financial and documents in operational data and other information regarding the possession or control Conveyed Entities and the Conveyed Entity Assets as Buyer may from time to time reasonably request; and (iii) make available to Buyer and its Affiliates the employees of SES Vendor and its Affiliates (to the extent related to the Business) as are reasonably requested by Buyer. In no event shall the auditors and independent accountants of Vendor or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to (including the extentConveyed Subsidiary Entities and, but only to the extentonce formed, pertaining to the Transferred BusinessesNewCo, Splitco, the Equity Interests, Star One, AsiaSat New APC and their respective Subsidiaries as may New ENSTAR) be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make, or cause to be made, such investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigations; provided, however, that SES and its Affiliates may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged obligated to make any work papers available to any person Person unless and until such person Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or independent accountants. If so requested by SESNotwithstanding any other provision of this Section 8.1(a), the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries with respect to any Vendor may require that competitively sensitive information otherwise required to be provided to the GE Entities Buyer pursuant to this Section 6.38.1(a) shall be provided only to external legal counsel and external experts of Buyer. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any information obtained by the GE Entities Nothing discovered pursuant to this Section 6.3) 8.1 shall diminish, obviate or cure limit any breach claims by Buyer for Fraud of any representation, warranty, covenant or agreement contained in this Agreement Vendor or any Ancillary Agreement nor shall the conduct or completion of claims that any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this conditions set forth in Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall 9.1 have not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiariesbeen satisfied. (b) In order All requests for access or information made pursuant to facilitate Section 8.1(a) or Section 8.7(b) shall be directed to such Person or Persons as may be designated by Vendor (including, in the resolution case of Section 8.7(b), the Transition Committee), and Buyer shall not directly or indirectly contact any Representative of Vendor or its Affiliates (including the Conveyed Subsidiary Entities and, once formed, NewCo, New APC and New ENSTAR) without the prior approval of such designated Person or Persons. Any such access or provision of information shall be supervised by such Persons as may be designated by Vendor and be conducted in such a manner so as not to unreasonably interfere with any of the business or operations of Vendor, APC and the Conveyed Entities and shall not contravene any applicable Law. Buyer further agrees to comply fully with all rules, regulations and instructions issued to Buyer by Vendor, APC and the Conveyed Entities in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Vendor, APC and the Conveyed Entities. (c) Buyer agrees to be liable to and to indemnify, defend and hold harmless Vendor and its Affiliates (including the Conveyed Entities) and their respective partners, directors, officers and employees from and against any and all Losses, including any and all claims made against and causes of action for personal injury, death or incurred by SES property damage, occurring as a result of Buyer’s or any of its Affiliates Representatives’ access to the books and records, offices and properties of Vendor, APC and the Conveyed Entities. (d) With respect to each material Business Benefit Plan and material Business Benefit Agreement that has not been made available to Buyer as they relate to Splitcoof the Signing Date, the Equity Interests or the Transferred Businesses), for a period of seven (7) years as soon as practicable after the Closing orSigning Date, if shorterand in any event no later than ten (10) Business Days after the Signing Date, the applicable period specified in the GE Entities’ document retention policy, the GE Entities Vendor shall provide to Buyer complete and accurate copies of: (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and such Business Benefit Plan or Business Benefit Agreement; (ii) afford each trust, insurance, annuity or other funding Contract related thereto; (iii) the representatives two most recent financial statements and actuarial or other valuation reports prepared with respect thereto, if applicable; and (iv) copies of SES and its Affiliates reasonable access (including all policies pertaining to fiduciary liability insurance covering the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary fiduciaries for each Business Benefit Plan listed on Section 4.19(a) of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)Vendor Disclosure Schedule.

Access and Information. (a) Prior Between the date hereof and the Closing Date, provided that this Agreement has not been terminated as expressly permitted herein, Limited Partner and Limited Partner's representatives on behalf of all Purchaser Parties shall have the right to enter upon the ClosingProperties for the sole purpose of inspecting the Properties, SES shall permit (and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extent, but only to the extent, pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE EntitiesLimited Partner, at their its sole cost and expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to makemay perform, or cause to be madeperformed, such investigation thereof tests, investigations and studies of or related to the Properties, including, but not limited to, soil tests and borings, ground water tests and investigations, percolation tests, surveys, architectural, engineering, subdivision, environmental, access, financial, market analysis, development and economic feasibility studies and other tests, investigations or studies as the GE Entities reasonably deem Limited Partner, in its sole discretion, determines is necessary or advisable desirable in connection with the consummation Properties and may inspect the physical (including environmental) and financial condition of the transactions contemplated by this AgreementProperties, including but not limited to Space Leases, copies of Lower Tier Entity, each Philips QRS, Contributor and Contributor Parent's filings, if any, with the Securities and Exchange Commission (the "SEC"), engineering and environmental reports, development approval agreements, permits and approvals (collectively, the "Investigations"); provided: (a) Limited Partner shall give Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent not less than one day's prior notice before each entry; (b) each notice shall include sufficient information to permit Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent to review the scope of the proposed Investigations; (c) neither Limited Partner nor Limited Partner's representatives shall permit any borings, drillings or samplings to be done on any of the Properties without Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent's prior written consent, which shall not be unreasonably withheld or delayed; and (d) any entry upon any of the Properties and all Investigations shall be during Lower Tier Entity, each Philips QRS, Contributor and Contributor Parent's normal business hours and at the sole risk and expense of Limited Partner and Limited Partner's representatives, and SES shall (not interfere in any material respect with the activities on or about the Properties of Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent, its tenants and shall cause the SES Entities to) reasonably their employees and invitees. Lower Tier Entity, each Philips QRS, Contributor and Contributor Parent agree to cooperate with Limited Partner in such review and inspection. Limited Partner shall: 8.6.1 promptly repair any damage to any of the Properties resulting from any such investigationsInvestigations and replace, refill and regrade any holes made in, or excavations of any portion of the Properties used for such Investigations so that the Properties shall be in the same condition that it existed in prior to such Investigations; 8.6.2 fully comply with all laws applicable to the Investigations and all other activities undertaken in connection therewith; 8.6.3 permit Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent to have a representative present during all Investigations undertaken hereunder; 8.6.4 take all actions and implement all protections necessary to ensure that all actions taken in connection with the Investigations, and the equipment, materials, and substances generated, used or brought onto the Properties pose no threat to the safety or health of persons or the environment, and cause no damage to the Properties or other property of Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent or other persons; 8.6.5 furnish to Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent, upon request and at no cost or expense to Lower Tier Entity, each Philips QRS, Contributor or Contributor Parent, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports relating to the Investigations that Limited Partner or Limited Partner's representatives shall obtain with respect to the Properties promptly after Limited Partner's or Limited Partner's representatives' receipt of same; 8.6.6 not allow the Investigations or any and all other activities undertaken by Limited Partner or Limited Partner's representatives to result in any liens, judgments or other encumbrances being filed or recorded against any of the Properties, and Limited Partner shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including liens for services, labor or materials furnished); providedand 8.6.7 indemnify, howeverdefend and hold harmless Seller Parties, that SES Non-REIT Unitholders, Pilevsky Partners, Sellers and its Seller's Affiliates may withhold from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and disbursements), suffered or incurred by Seller Parties, Non-REIT Unitholders, Pilevsky Partners and Seller's Affiliates and arising out of or in connection with (i) Limited Partner's and/or Limited Partner's representatives entry upon any document or information that is subject to all of the terms of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; Properties, (ii) any document Investigations or informationother activities conducted thereon by Limited Partner or Limited Partner's representatives, if such disclosure would violate applicable Law or (iii) such portions of documents any Liens or information which are subject to attorney-client privilege and the provision of which, as determined by SES’s counsel, may eliminate the privilege pertaining to such documents, in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements other encumbrances filed or obtain consents recorded against any or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements of applicable Law, SES shall provide the GE Entities notice all of the nature Properties as a consequence of the information that is so withheld); providedInvestigations or any and all other activities undertaken by Limited Partner or Limited Partner's representatives, further, that none of SES, SES’s and/or (iv) any and all other activities undertaken by Limited Partner or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries Limited Partner's representatives with respect to any information to be provided to or all of the GE Entities pursuant to this Properties. 8.6.8 This Section 6.3. No investigation by 8.6 shall survive the GE Entities Closing or their representatives or advisors prior to or after the date earlier termination of this Agreement (including any information obtained by the GE Entities pursuant to this Section 6.3) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries. (b) In order to facilitate the resolution of any claims made against or incurred by SES or any of its Affiliates (as they relate to Splitco, the Equity Interests or the Transferred Businesses), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the GE Entities’ document retention policy, the GE Entities shall (i) retain the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including the right to make, at SES’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the GE Entities shall notify SES in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b).

Access and Information. (a) Prior to From the date hereof until the Closing, SES subject to any applicable Laws, Seller shall permit (i) afford Buyer and shall cause each of its Affiliates to permit) representatives of the GE Entities to have reasonable access access, during normal regular business hours and upon reasonable notice to all premisesadvance notice, properties, personnel, books, records, Contracts, commitments, reports of examination and documents in the possession or control of SES or any of its Affiliates or to which SES or any of its Affiliates otherwise has access to the extentApplicable Employees and the assets, but only to books and records of the extentBusiness (including payroll information and employee data), pertaining to the Transferred Businesses, Splitco, the Equity Interests, Star One, AsiaSat and their respective Subsidiaries as may be necessary to permit the GE Entities, at their sole expense, and in a manner so as not unreasonably to interfere with the normal operations of SES and its Subsidiaries, to make(ii) furnish, or cause to be madefurnished, such to Buyer any financial and operating data and other information that is available with respect to the Business as Buyer from time to time reasonably requests in writing and (iii) instruct the Applicable Employees, and their counsel and financial advisors to cooperate with Buyer in its investigation thereof as the GE Entities reasonably deem necessary or advisable in connection with the consummation of the transactions contemplated by this AgreementBusiness, and SES shall (and shall cause the SES Entities to) reasonably cooperate with any such investigationsincluding instructing its accountants to give Buyer access to their work papers; provided, however, that SES and its Affiliates may withhold (i) in no event shall Buyer have access to any document or information that is subject to the terms (A) based on advice of a confidentiality agreement with a third party or to non-disclosure obligations under the company policies and business custom governing the conduct of directors and officers of AsiaSat and Star One and their respective Subsidiaries; (ii) any document or information, if such disclosure would violate applicable Law or (iii) such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by SESSeller’s counsel, may eliminate could create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or could destroy any legal privilege or (B) in the privilege pertaining to such documentsreasonable judgment of Seller, could (1) result in each case, only after SES and its Affiliates have used reasonable best efforts to enter into arrangements the disclosure of any trade secrets of third parties or obtain consents or waivers that would permit SES and its Affiliates to make such document or information available to the GE Entities, but has failed to enter into such arrangements or obtain such consents or waivers (but, subject to requirements 2) violate any obligation of applicable Law, SES shall provide the GE Entities notice of the nature of the information that is so withheld); provided, further, that none of SES, SES’s or its Subsidiaries’ accountants, nor SES’s Subsidiaries or Affiliates shall be obliged to make any work papers available to any person unless and until such person has signed a customary agreement relating to such access to work papers or data in form and substance reasonably acceptable to such auditors or accountants. If so requested by SES, the GE Entities shall enter into a customary joint defense agreement with SES and/or its Subsidiaries Seller with respect to any confidentiality so long as, with respect to confidentiality, Seller has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. All requests for information to be provided to the GE Entities made pursuant to this Section 6.35.01(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. No investigation by the GE Entities or their representatives or advisors prior to or after the date of this Agreement (including any All information obtained by the GE Entities received pursuant to this Section 6.35.01(a) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement nor shall be governed by the conduct or completion of any such investigation be a condition to any of the GE Entities’ obligations under this Agreement. The GE Entities agree to abide by any safety rules or rules of conduct reasonably imposed by SES, its Subsidiaries or the operator of such properties, as the case may be, with respect to the GE Entities’ access and any information furnished to the GE Entities or its representatives pursuant to this Section 6.3. Notwithstanding anything to the contrary contained herein, but subject to the provisions terms of Section 6.15, prior to the Closing, without the prior written consent of SES (i) the GE Entities shall not contact any suppliers to, or customers of, SES, its Subsidiaries or their respective Affiliates with respect to the Transferred Businesses (provided that the GE Entities may contact customers of the AMC-23 Business if any such contact is made in the presence of a representative of SES, or otherwise with SES’s consent in writing) and (ii) the GE Entities shall have no right to perform invasive or subsurface investigations of the properties or facilities of any of SES or the SES Entities; it being understood that the GE Entities may conduct or cause to be conducted Phase I reviews of the properties and facilities of Satlynx and its Subsidiaries5.11. (b) In order Following the Closing, upon the request of another Party, each of Seller, Buyer and the Companies shall, to facilitate the resolution extent permitted by Law and confidentiality obligations existing as of any claims made against or incurred by SES or any of the Closing, grant to a requesting Party and its Affiliates (as they relate to Splitcorepresentatives, during regular business hours, the Equity Interests or right, at the Transferred Businesses)expense of such requesting Party, for a period of seven (7) years after to inspect and copy the Closing orbooks, if shorter, the applicable period specified records and other documents in the GE Entities’ document retention policy, granting Party’s possession pertaining to the GE Entities shall (i) retain operation of the books and records relating to Splitco, the Equity Interests and the Transferred Businesses relating to periods Business prior to the Closing and (ii) afford the representatives of SES and its Affiliates reasonable access (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) with respect to Seller, for purposes of preparing the right requesting Party’s Tax Returns and with respect to makethe Companies, at SES’s expense, photocopies), during normal business hours, for any purpose reasonably related to such books and recordsthe Transaction; provided, however, that the GE Entities requesting Party agrees such access will give due regard to minimizing interference with the operations, activities and Employees of the granting Party. In no event shall notify SES in writing at least 30 days in advance of destroying any such books and records prior Seller or Buyer have access to the seventh anniversary consolidated federal, state or local Tax Returns of the Closing Date in order to provide SES the opportunity to copy such books and records in accordance with this Section 6.3(b)other Parties.