Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance written notice from Buyer to Griffon, (a) the Company shall (Griffon shall, and shall cause its Subsidiaries the Purchased Companies to, afford Buyer’s officers and other authorized Representatives (subject to entry into customary access and indemnification letters) afford Parent reasonable access to the properties, Books and Parent’s Representatives reasonable access, Records and Contracts of the Purchased Companies during normal business hours throughout the period prior from the date hereof until the earlier to occur of the Effective Time, to its employees, properties, books, Contracts Closing Date and records the termination of this Agreement in accordance with Article X and, during such period, Griffon shall (and shall cause its Subsidiaries to) furnish promptly the Purchased Companies to Parent make available to Buyer all information concerning its businessthe operations, properties and personnel of the Purchased Companies as Buyer may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)request; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require Griffon or the CompanyPurchased Companies to (i) provide access to any Books and Records to the extent such Books and Records do not pertain to the business of the Purchased Companies, Parent or any of their respective Subsidiaries (1ii) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, Griffon would result in the disclosure of any Trade Secrets of third parties trade secrets or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Purchased Companies or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Affiliates, (iv) permit any environmental sampling or testing, including, but not limited to the contrarysampling of soil, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access soil gas, groundwater, surface water, air or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees building materials or other Representatives of Parent or the Company, as applicable, without the prior consent intrusive investigations of the other Party; provided that neither the Company nor ParentLeased Real Property, as applicable, shall be required to incur any liability, (v) take any action that would breach cause material disruption to the business of the Purchased Companies or any Contract of their respective Affiliates or cause competitive harm to the Sellers, the Purchased Companies or their respective Affiliates, (vi) contravene any applicable Law Law, fiduciary duty or otherwise jeopardize binding agreement entered into prior to the Closing Date, (vii) provide access to any privilege information to the extent related to the sale process conducted by Griffon or protection any of its Affiliates vis-a-vis any Person other than Buyer, or the Sellers’ or any of their Affiliates’ (or their Representatives’) evaluation of the business of the Purchased Companies in connection with therewith, (viii) provide access or permit any inspection to the foregoingextent the Griffon or any of the Purchased Companies determine that such access or inspection would jeopardize the health or safety of any officers, directors, employees, consultants, or other service providers or (ix) disclose any information that Griffon reasonably determine upon the advice of counsel should not be disclosed due to its competitively sensitive nature other than on an “outside counsel only” or other customary “clean team” basis. All requests for information made pursuant to this Section 6.7 5.1 shall be directed to the general counsel or other Person designated by the Company or ParentXxxx X. Xxxxxx, as applicable. All and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement. This Section 5.1 shall not apply to access to any Tax Return, Tax information or other Tax matter, which shall be governed exclusively by Article VII.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requests; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) that, no investigation pursuant to this Section 6.7 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Subsidiary would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if the Company or such Party Subsidiary shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries if the Company and Parent or such Subsidiary shall use their respective commercially have used reasonable best efforts to obtain furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinga Phase II environmental assessment. All requests for information made requested pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and solely for the purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, (a) the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parent and Parentthe other’s Representatives reasonable access, during normal business hours throughout the period prior to the Merger 1 Effective Time, to its employees, properties, books, Contracts books and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 5.8 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Parent or the Merger Sub Subs herein, and provided, further, that the foregoing shall not require the Company, Company or Parent or any of their respective Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicablethe case may be, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection confidentiality, or disclosure), (ii) to permit (or to require disclose any legally privileged information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsParent, including soilas the case may be, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 5.8 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicablethe case may be. Notwithstanding the foregoing, such access may be limited by the parties and their respective Subsidiaries to remote, electronic access in response to COVID-19 to protect the health and safety of the such party and its Subsidiaries’ managers, officers, directors, partners, members, equityholders, employees, advisors, consultants, agents or other representatives, or customers, lessors, suppliers, vendors or other commercial partners. All such information shall be governed by the terms of the Confidentiality Agreement, and Parent and the Company shall cause their respective Representatives to comply with the terms of the Confidentiality Agreement.

Access and Reports. Subject (a) From the date of this Agreement to applicable Lawthe Effective Time, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries and their Representatives to) , afford the Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timeconsistent with applicable Law, at all reasonable times to its employeesRepresentatives, properties, booksoffices, Contracts and other facilities and to all books and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all information concerning its businessfinancial, properties operating and personnel as may reasonably be requested other data and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as Parent, through its Representatives, may be from time to time reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement request (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the CompanyCompany herein). Notwithstanding the foregoing, Parent, or (i) the right of Parent and Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed of no force and effect to the general counsel extent that Parent and Merger Sub (or other Person designated by either of them) is in material breach of any covenant or agreement hereunder, and (ii) any such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the business or operations of the Company or Parentits Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, as to the extent applicable. All , to cause such information shall to be governed provided in a manner that would not result in such jeopardy or contravention), (y) which it is required to keep confidential by reason of contract or (z) which, in the terms reasonable opinion of the Confidentiality AgreementCompany, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries.

Access and Reports. (a) Subject to applicable Law and, with respect to any classified or controlled unclassified materials, to the compliance by Parent, Merger Sub and each of their respective Representatives’ with any security clearance requirements and procedures or export controls requirements (to the extent determined necessary or advisable by the Company in order to comply with applicable Law), from and after the date of this Agreement to the Effective Time, upon reasonable notice, (a) the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford Parent to Parent, Merger Sub and Parent’s Representatives each of their respective Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employeespersonnel, offices and other facilities, properties, books, Contracts contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant furnish or cause to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by furnished such information concerning the Companybusiness, properties, assets, liabilities and personnel of the Company and its Subsidiaries as Parent, or Merger Sub herein, and provided, further, or their respective Representatives may reasonably request; provided that the foregoing shall not require the CompanyCompany to provide access or information if such action would, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or ParentCompany, as applicable, would result in the disclosure of any Trade Secrets of third parties or (i) violate any of its obligations Contract or any obligation or agreement with respect to confidentiality or nondisclosure owing to any third-party (provided that such Party including any Governmental Entity) so long as the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (constitute a waiver of the attorney-client or to require other privilege held by the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege or (iii) to disclose any privileged the extent such information of relates to individual performance or personnel evaluation records, medical histories or other personnel information, subject the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything its Subsidiaries to potential material liability (provided that the parties shall cooperate in this 60 Section 6.7 seeking a manner of disclosure of such information that would not reasonably be expected to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable result in potential material liability to the Company and Parent, as applicable) pursuant to which outside counsel or any of Parent or the Company, as applicable, could be provided its Subsidiaries). Any access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent properties of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur or any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made of its Subsidiaries granted pursuant to this Section 6.7 5.6(a) shall be directed subject to the general counsel or other Person designated by Company’s reasonable security measures and insurance requirements, and shall not include the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementright to perform any invasive testing.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transactions; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit E. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus) and any applicable privileges and protections (including attorney-client privilege, attorney work-product protections and confidentiality protections) and contractual confidentiality obligations, in each case that would not reasonably be expected to be preserved or maintained through counsel-to-counsel disclosure, redaction or other customary procedures (and with respect to any contractual confidentiality obligations, so long as the Company or Parent, as applicable, has taken reasonable best efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable notice, (a) each of the Company and Parent shall (afford officers and shall cause its Subsidiaries to) afford Parent and Parent’s other Representatives of the other Party reasonable access, during normal business hours throughout the period prior to the Effective Time, to its their respective employees, properties, books, Contracts contracts and records and, during such period, each of the Company and Parent shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other Party all information concerning its their respective business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.7 shall affect or be deemed to modify any representation or warranty made by the Company, Company or Parent, or Merger Sub as applicable, herein, ; and provided, further, that (a) the foregoing shall not require the Company, Company or Parent or any of their respective Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the its reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company or Parent, as applicable, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyCompany or Parent, Parent as applicable, it being agreed that, in the case of each of clauses (i) and (ii), the Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Parent, as applicable, shall give notice to the contrary, other Party of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not reasonably be expected to violate such restriction or waive the applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall and (b) such access may be directed limited to the general counsel extent that the Company or other Person designated by Parent reasonably determines, in light of the COVID-19 (or SARS-CoV-2) virus, that such access would jeopardize the health and safety of any employee of the Company or Parent, as applicable. All such information provided pursuant to this Section 7.7 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeApproval Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets or other confidential information of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus) and any applicable privileges and protections (including attorney-client privilege, attorney work-product protections and confidentiality protections) and contractual confidentiality obligations, in each case that would not reasonably be expected to be preserved or maintained through counsel-to-counsel disclosure, redaction or other customary procedures (and with respect to any contractual confidentiality obligations, so long as the Company or Parent, as applicable, has taken reasonable best efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable notice, (a) each of the Company and Parent shall (afford officers and shall cause its Subsidiaries to) afford Parent and Parent’s other Representatives of the other Party reasonable access, during normal business hours throughout the period prior to the Effective Time, to its their respective employees, properties, books, Contracts contracts and records and, during such period, each of the Company and Parent shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other Party all information concerning its their respective business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.7 shall affect or be deemed to modify any representation or warranty made by the Company, Company or Parent, or Merger Sub as applicable, herein, ; and provided, further, that (a) the foregoing shall not require the Company, Company or Parent or any of their respective Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the its reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company or Parent, as applicable, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyCompany or Parent, Parent as applicable, it being agreed that, in the case of each of clauses (i) and (ii), the Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Parent, as applicable, shall give notice to the contrary, other Party of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not reasonably be expected to violate such restriction or waive the applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall and (b) such access may be directed limited to the general counsel extent that the Company or other Person designated by Parent reasonably determines, in light of the COVID-19 (or SARS-CoV-2) virus, that such access would jeopardize the health and safety of any employee of the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent to Parent, Merger Sub and each of their Representatives (including, to the extent requested by Parent’s Representatives , the Lenders), reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records andrecords; provided, during such period, that (i) the foregoing shall (and shall cause not require the Company or any of its Subsidiaries toto permit access to (A) furnish promptly to Parent all any inspection or any information concerning that would violate any of its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments obligations with respect to Parent and confidentiality in effect as of the date hereof, (B) any information that is subject to attorney‑client privilege or other privilege or trade secret protection or the work product doctrine, (C) information that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries after are bound as of the date hereof or (D) information related to the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (or which were not previously disclosed access to the information described in this clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the normal business or operations of the Company by Parent or its Representatives Subsidiaries or otherwise result in any undue burden with respect to the prompt and were not known timely discharge by the Company, in each case, as employees of the date Company or its Subsidiaries of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations their normal duties and (iiiii) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that the foregoing Company shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of use its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain allow for any access or disclosure in a manner that does not result in the consent of such third party to such inspection or disclosureeffects set out in clauses (i)(A), (iii)(B) to permit or (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsi)(C), including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementmaking appropriate substitute arrangements.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent (a) for each month following the date hereof and the Closing, internally generated unaudited monthly financial statements (in the form typically provided to the Company’s management), including cash flow statements and (b) all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Merger Sub 1 or Merger Sub 2 herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel certain Representatives of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginformation. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to any applicable Law, upon reasonable notice, (a) the Company each Party shall (and shall cause its Subsidiaries to) afford Parent the other Party and Parent’s its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other Party all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Parent or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries either Party (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Party would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that if such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling on, at or subsurface investigations, including soil, sediment or groundwater testing or sampling, on in any of the properties owned, leased or operated by it or any of its Subsidiaries Subsidiaries, or (iii) to disclose any privileged information or information subject to attorney work product protection of the Company, Parent such Party or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 6.6 to the contrary, the Company and Parent each Party shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel certain Representatives of Parent or the Company, as applicable, other Party could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginformation. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel of or other Person designated by the Company or Parent, as applicableeach Party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) each of the Company shall (and EFIH shall, and each shall cause its Subsidiaries to(other than the Oncor Entities, subject to Section 6.23) to afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to from the Effective Timedate hereof through the earlier of the Termination Date and the First Closing Date, to its employees, properties, books, Contracts contracts and records and, during such period, shall (each of the Company and EFIH shall, and each shall cause its Subsidiaries to(other than the Oncor Entities, subject to Section 6.23) to furnish promptly to Parent all such information concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequests, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.4 shall (i) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (ii) affect or be deemed to modify any representation or warranty made by the Company, Parent, Company or Merger Sub any condition to the obligations of the Purchasers contained herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries to (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Subsidiary would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if the Company or such Party Subsidiary shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries ; or (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries if the Company and Parent or such Subsidiary shall use their respective commercially have used reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any furnish such information and pursuant to which in a manner that does not result in the loss of such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingprivilege. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to Evercore Group L.L.C. or the general counsel or other Person designated by the Company or Parent, as applicableindividuals set forth in Schedule 6.4. All such information shall be governed by the terms of the Confidentiality AgreementAgreements, which notwithstanding anything to the contrary therein, shall remain in effect until the First Closing Date (but shall terminate and cease to be of any further force or effect on such date as it relates to information relating to the Company or its Subsidiaries).

Access and Reports. Subject to applicable LawLaw and solely for the purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company’s and its Subsidiaries’ employees, properties, books, Contracts books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause requested, including, if legally permitted, access to records pertaining to any examinations of the Company or its Subsidiaries to) afford conducted within the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested past three years by the Company for a bona fide business purpose in connection with material eventsConsumer Financial Protection Bureau or any state regulatory agency; provided, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Parent or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require disclose any legally privileged information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or reasonably pertinent to any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, Action between the Company and its Affiliates, on the one hand, and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosureits Affiliates, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinghand. All requests for information made pursuant to this Section 6.7 5.6 shall be directed to the general counsel executive officer or other Person designated for such purpose by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement (which shall be applicable to Parent and Merger Sub as if they were parties thereto), and Parent and the Company shall cause their respective Representatives to comply with the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof and though the earlier of the termination of this Agreement and the Effective Time, to its employees, properties, facilities, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, facilities, operations and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Timeincluding without limitation, to such information as may be reasonably requested facilitate the preparation of the Environmental Report by the Company for a bona fide business purpose in connection with material eventsEnvironmental Consultant, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used its reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries disclosure or (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries if the Company and Parent shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege. The scope of work for the Environmental Report may include Phase I protocols, but shall not include (A) any soil, groundwater, or other invasive testing or sampling or (B) any contacts with or inquiries to any Governmental Entity. The Company shall use their respective commercially reasonable best efforts to obtain immediately assist Parent and Environmental Consultant in obtaining publicly available information from any consents of third parties that are necessary to permit such access federal, state or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parentlocal regulatory agency, as applicable) pursuant to which outside counsel of requested by Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingEnvironmental Consultant. All requests for information made pursuant to this Section 6.7 7.6 shall be directed to the general counsel or other a Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of Section 7.19. Notwithstanding the Confidentiality foregoing, from and after the date of this Agreement until the No-Shop Period Start Date, Parent, Merger Sub and their Representatives shall not (or, to the extent provided prior to the date of this Agreement, shall cease to) furnish any information, in any form or medium, written or oral, concerning or relating to the Company and its Affiliates that is furnished to or on behalf of Parent or Merger Sub by or on behalf of the Company prior to, on or after the date hereof, and also including, all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by Parent, Merger Sub that contain, reflect or are based upon, in whole or part, such information (collectively, the “Evaluation Material”) to any Person in connection with such Person’s (A) potential investment in Parent or its Affiliates or (B) evaluation of the acquisition of assets of the Company in connection with or following the Closing (the actions contemplated by the foregoing clauses (A) and (B), a “Third Party Investment”). From and after the No-Shop Period Start Date, Parent and Merger Sub may furnish Evaluation Material to any Person in connection with a Third Party Investment, provided, that Parent shall have directed such Person to treat any Evaluation Material provided to such Person in accordance with the confidentiality provisions of Section 7.19 and to perform or to comply with the obligations of Parent and Merger Sub with respect to any such Evaluation Material as contemplated by Section 7.19. Parent agrees that it will be fully responsible for any breach of any of the provisions of Section 7.19 by any such Person as though it were a “Representative” under Section 7.19 unless such Person executes a confidentiality agreement with the Company on customary terms and conditions. In connection with a Third Party Investment, the Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement or consummation of a Third Party Investment as may be reasonably requested by Parent, including with respect to any customary due diligence review of such assets that may be requested by Parent such as visits of properties and facilities of the Company and meeting with appropriate personnel of the Company (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company, its Subsidiaries and their Representatives in connection with such cooperation. Parent shall indemnify and hold harmless the Company, its Subsidiaries and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of any Third Party Investment (including any action taken in accordance with this Section 7.6) and any information utilized in connection therewith. Parent and Merger Sub acknowledge and agree that any Third Party Investment is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any Third Party Investment, subject to fulfillment or waiver of the conditions set forth in Article VIII.

Access and Reports. Subject to applicable Law, including Competition Law, upon reasonable noticenotice from Buyer to Seller, (a) the Company shall (Seller shall, and shall cause its the Selling Subsidiaries to) , afford Parent Buyer’s officers and Parent’s Representatives other authorized representatives reasonable accessaccess to the properties, Books and Records and Contracts of the Business during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records Closing Date and, during such period, shall (Seller shall, and shall cause its the Selling Subsidiaries to) furnish , make available promptly to Parent Buyer all information concerning its businessto the extent attributable to the operations, properties and personnel of the Business as Buyer may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)request; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the CompanySeller, Parent any Selling Subsidiary or any of their respective Subsidiaries Affiliates (1i) to permit any inspection, disclose information that would breach Contract obligations or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationswaive privileged communications, including soilbut in each case, sediment or groundwater testing or samplingSeller, on any of the properties owned, leased or operated by it or any of its Selling Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of and their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Affiliates shall provide such information to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosureextent reasonably practicable, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable a common interest agreement. Prior to the Company Closing, Buyer and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information its Representatives shall not be disclosed by such outside counsel to directorscontact or communicate with the creditors, officerscustomers, employees regulators, insurers, suppliers or other Representatives of Parent or the Company, as applicable, without the prior consent vendors of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection Business in connection with the foregoingtransactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or ParentSeller in a written notice given to Buyer, as applicable. All and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement.

Access and Reports. Subject From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and in each case (X) subject to the Confidentiality Agreement, (Y) subject to applicable Law, and (Z) for purposes of furthering the Transactions (including integration matters) or for purposes of obtaining additional information relating to the ongoing operations of the Company and its Subsidiaries or developments in the businesses of the Company and its Subsidiaries, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) (a) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, assets, books, Contracts contracts, Tax Returns, and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to Parent all information concerning its business, properties properties, finances, operations, assets, liabilities, litigation matters, environmental matters, cash-flow reports and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries tofrom time to time, provide an updated version of Section 5.2(a) afford of the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments Disclosure Letter with respect to Parent the number of outstanding Company Options, Company Restricted Stock and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each caseRSUs, as of the date of this Agreement)request by Parent or such other date as may be specified by Parent; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.5 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein or Merger Sub herein, and the conditions to the obligations of the parties hereto under this Agreement or update any section of the Company Disclosure Letter; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable good faith judgment of the Company or Parent, as applicable, (after consultation with its outside legal counsel) would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries (provided that the Company and Parent will utilize a joint defense agreement or implement such other techniques if doing so would reasonably permit the disclosure of such information without jeopardizing such privilege) or (iii) undertake or permit to be undertaken any invasive or subsurface investigations of any properties or facilities. With respect to each Benefit Plan that is a Multiemployer Plan, as soon as reasonably practicable after the date of this Agreement, the Company shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access (i) deliver or make such disclosure and shall otherwise use commercially reasonable efforts available to permit such access Parent a copy of all material documents received by the Company or disclosure, including pursuant any of its Subsidiaries during the twelve (12) month period prior to the use date of “clean team” arrangements this Agreement from the sponsor of such Multiemployer Plan (on terms reasonably acceptable or its authorized representative) and (ii) provide the estimated aggregate withdrawal liability of the Company and its Subsidiaries for each Multiemployer Plan as most recently communicated to the Company and Parentor any of its Subsidiaries in writing by the sponsor of such Multiemployer Plan (or its authorized representative). As soon as reasonably practicable after the date of this Agreement, as applicablethe Company shall deliver to Parent copies of calculations with respect to Section 280G of the Code (whether or not final) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access with respect to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees disqualified individual who is a Band A or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection Band B executive in connection with the foregoingTransactions contemplated by this Agreement. All requests for information made pursuant As soon as reasonably practicable after the date of this Agreement, the Company shall deliver or make available to this Section 6.7 shall be directed Parent a copy of all (1) material correspondence to or from any Governmental Entity regarding any Benefit Plan received in the general counsel last three years relating to any material controversy, audit, amnesty, voluntary compliance, self correction or other Person designated by material matter and (2) any of the Company items listed in Section 5.10(b) not delivered or Parent, made available to Parent as applicableof the date of the Agreement. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other “Recipient’s Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior other than any such matters that relate to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent negotiation and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date execution of this Agreement, or to any Acquisition Proposals, such matters being governed by Section 6.2); provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.4 shall affect or be deemed to modify any representation or warranty made by the Company, Company herein or otherwise limit or affect the remedies available to Parent, or Merger Sub herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and any applicable privileges and protections (including attorney-client privilege, attorney work-product protections and confidentiality protections) and contractual confidentiality obligations, in each case that would not reasonably be expected to be preserved or maintained through counsel-to-counsel disclosure, redaction or other customary procedures (and with respect to any contractual confidentiality obligations, so long as the Company has taken, or has caused its Subsidiaries, as applicable, to take, commercially reasonable efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives (including, to the extent requested by Parent, the Debt Financing Sources and consultants) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessincluding, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably extent requested by Parent, the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent Debt Financing Sources and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreementconsultants); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, provided further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries disclosure or (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything , it being agreed that, in this 60 Section 6.7 each case of clause (a) and (b), the Company shall give notice to Parent of the contrary, fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not reasonably be expected to violate such restriction or waive the applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableprotection. All such information shall be governed by the terms of the Confidentiality AgreementAgreements; provided that (A) Parent shall be permitted to involve, and to disclose such information in connection with seeking, equity co-investors, subject to customary confidentiality undertakings and (B) the disclosure of information to the Debt Financing Sources pursuant to Section 7.14 or otherwise shall not require the prior written consent of the Company pursuant to the Confidentiality Agreements and may be made pursuant to the Debt Commitment Letter or other customary confidentiality undertakings from such Debt Financing Sources in the context of customary syndication practices.

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its the Company Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and the Company Subsidiaries’ officers and its and the Company Subsidiaries’ properties, offices and other facilities and its and the Company Subsidiaries’ books, Contracts contracts, personnel files and records records, and, during such period, the Company shall (and shall cause its the Company Subsidiaries to) furnish promptly to Parent all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed Representatives from time to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Schedule and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1i) to (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentany of the Company Subsidiaries, as applicableor (B) disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) disclose any information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to permit (or to require result in the Company to perform) any Phase II environmental site assessments waiver of the protection of attorney‑client, work product or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries legal privilege or (iii) provide access to disclose or otherwise make available any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 relating to the contrary, process conducted by the Company that led to the execution of this Agreement. The Company and Parent shall use their respective commercially reasonable efforts cooperate in good faith to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to appropriate substitute arrangements under circumstances in which the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent restrictions of the other Party; provided that neither the Company nor Parent, as applicable, preceding sentence apply. The Confidentiality Agreement shall be required apply with respect to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated furnished by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementhereunder.

Access and Reports. Subject to applicable LawLaw and the other provisions of this Section 6.6, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) ), upon giving of reasonable notice by Parent, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours following reasonable advance notice throughout the period prior to the Effective Time, to its officers, employees, agents, contracts, books and records (including the work papers -50- of its independent accountants upon receipt of any required consents from such accountants), as well as properties, booksoffices and other facilities, Contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date requested. The foregoing provisions of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing 6.6 shall not require and shall not be construed to require either the Company, Parent or Company to permit any access to any of their respective Subsidiaries (1) its officers, employees, agents, contracts, books or records, or its properties, offices or other facilities, or to permit any inspection, review, sampling or audit, or to disclose or otherwise make available any information, information that in the reasonable judgment of the Company or Parent, as applicable, and in the reasonable good faith judgment of the Company’s outside legal counsel would (i) result in the disclosure of any Trade Secrets of any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of its obligations with respect to confidentiality (provided that such Party this Agreement if the Company shall have used commercially reasonable best efforts (without payment of any consideration, fees or expenses) to obtain the consent of such third party to such inspection or disclosuredisclosure (or entered into after the date of this Agreement in compliance with Section 6.1), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsresult in a violation of applicable Laws, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries fiduciary duty or (iii) waive the protection of any attorney-client or other privilege. In the event that Parent objects to disclose any privileged request submitted pursuant to and in accordance with this S ection 6.6 and withholds information on the basis of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contraryforegoing clauses (i) through (iii), the Company shall inform Parent as to the general nature of what is being withheld and Parent the Company shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to make appropriate substitute arrangements to permit such access or disclosurereasonable disclosure that does not suffer from any of the foregoing impediments, including pursuant to through the use of “clean team” arrangements commercially reasonable efforts to (on terms reasonably acceptable A) obtain the required consent or waiver of any third party required to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any provide such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.and

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , potential sources of capital and any rating agencies and prospective lenders and investors reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicableCompany, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would, in the reasonable judgment of the Company, waive the protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege, or (iii) to disclose any privileged sensitive or personal information of that would expose the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Company to the contraryrisk of liability. Without limiting the generality of this Section 6.6, from the date of this Agreement until the Effective Time (or the termination of this Agreement in accordance with its terms), the Company will furnish to Parent promptly after becoming available, monthly financial statements including an unaudited balance sheet, income statement and Parent shall use their respective commercially reasonable efforts to obtain statement of cash flows for each month through the Closing Date as well as any consents update of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to its outlook for the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent quarter or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent balance of the other Party; provided that neither the Company nor Parent, fiscal year as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests it may prepare for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicablemanagement’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement.; provided, that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders and investors during syndication of the Available Financing subject to the execution of customary confidentiality agreements with such Persons regarding such information, with the Company being named as an express third party beneficiary with rights of enforcement under such confidentiality agreements. 52

Access and Reports. Subject From the date of this Agreement until the earlier of (x) termination of this Agreement pursuant to Article VIII and (y) the Effective Time, upon reasonable prior notice and unless otherwise prohibited by applicable Law, upon reasonable notice, (a) the Company shall (shall, and shall cause its Subsidiaries and its and their respective Representatives to, (i) afford provide to Parent and Parent’s its counsel, financial advisors, auditors and other authorized Representatives reasonable access, access during normal business hours throughout the period prior to the Effective Timeoffices, to its employeesfacilities, properties, booksofficers, Contracts employees, agents, books and records andof the Company and its Subsidiaries, during such period, shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data, compliance-related policies, procedures, reports, minutes and correspondence between the Company and its Subsidiaries after and any Governmental Entity and other information as Parent or its Representatives may reasonably request and (iii) reasonably cooperate with Parent and its Representatives in connection with any inspection or evaluation requested or conducted pursuant to this Section 6.7, provided that, in each case, the Company shall not be required to permit any inspection, or disclose any document or information, that would, in the reasonable judgment of the Company, (A) violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of entered into after the date of this Agreement); provided that Agreement in compliance with Section 6.1) after consultation with its outside counsel, (iB) neither result in a violation of applicable Law, including any fiduciary duty, (C) after consultation with its outside counsel, waive the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and protection of any attorney-client privilege or (iiD) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets sensitive or personal information that would expose the Company to the risk of third Liability; provided further that the parties hereto shall cooperate in good faith to find a way to allow as much access to or violate disclosure of such information as may be possible or provide a reasonable alternative to such access or disclosure that would not (in the good faith belief of the Company, after consultation with outside counsel) be reasonably likely to result in the violation of any such agreement or Law or cause such privilege to be undermined with respect to such information or waive or reveal such sensitive or personal information, including through the use of customary “clean team” or other similar procedures. Notwithstanding anything to the contrary in this Section 6.7 or elsewhere in this Agreement, neither Parent nor any of its obligations representatives will be permitted to collect or analyze any environmental samples or perform any invasive environmental procedure with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent any property of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made available or disclosed pursuant to this Section 6.7 shall be directed subject to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement, dated July 27, 2015, between Parent and the Company (the “Confidentiality Agreement”).

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent JAB’s officers and Parent’s Representatives other authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent JAB all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein or Merger Sub herein, and otherwise limit or affect the remedies available to JAB; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof and though the Effective Time, to its employees, properties, facilities, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, facilities, operations and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used its reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries if the Company and Parent shall use their respective commercially have used reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any furnish such information and pursuant to which in a manner that does not result in the loss of such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingprivilege. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel or other a Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Receiving Party and its Representatives (each as defined in the Confidentiality Agreement) may furnish Evaluation Material (as defined in the Confidentiality Agreement) after the No-Shop Period Start Date to any Person in connection with such Person’s (A) potential investment in Parent or its Affiliates or (B) evaluation of the acquisition of assets of the Company in connection with or following the Closing (the actions contemplated by the foregoing clauses (A) and (B), other than in connection with the NRG Sale, a “Third Party Investment”), provided, that Parent shall have directed such Person to treat any Evaluation Material provided to such Person in accordance with the confidentiality provisions of the Confidentiality Agreement and to perform or to comply with the obligations of the Receiving Party with respect to any such Evaluation Material as contemplated by the Confidentiality Agreement. Parent agrees that it will be fully responsible for any breach of any of the provisions of the Confidentiality Agreement by any such Person as though it were a “Representative” under the Confidentiality Agreement. In connection with a Third Party Investment, the Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement or consummation of a Third Party Investment as may be reasonably requested by Parent, including with respect to any customary due diligence review of such assets that may be requested by Parent such as visits of properties and facilities of the Company and meeting with appropriate personnel of the Company (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company, its Subsidiaries and their Representatives in connection with such cooperation. Parent shall indemnify and hold harmless the Company, its Subsidiaries and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of any Third Party Investment (including any action taken in accordance with this Section 6.6) and any information utilized in connection therewith. Parent and Merger Sub acknowledge and agree that any Third Party Investment is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any Third Party Investment, subject to fulfillment or waiver of the conditions set forth in Article VII.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance written notice from Parent to the Shareholder Representative, (a) the Company shall (shall, and shall cause its Subsidiaries the Purchased Companies to) , afford Parent and Parent’s officers and other authorized Representatives (subject to entry into customary access and indemnification letters) reasonable accessaccess to the personnel (including Representatives), properties, Books and Records (including the Books and Records and other data of the Purchased Companies relating to the proposed technology transfer of the [***] manufacturing activities to the [***]) and Contracts and auditors of the Purchased Companies during normal business hours throughout the period prior from the date hereof until the earlier to occur of the Effective TimeClosing and the termination of this Agreement in accordance with Article X, to its employees, properties, books, Contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish the Purchased Companies to make available promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after Representatives all information concerning the date operations, financials, properties, assets (including Company Intellectual Property Rights Books and Records) and personnel (including Representatives) of this Agreement (or which were not previously disclosed the Purchased Companies as Parent may reasonably request, provided that the applicable rules of discovery shall apply to any claim between Parent and the Company by Parent or its Representatives and were not known by the Company, in each case, as with respect to any of the date of transactions contemplated by this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, further that the foregoing shall not require the Company, Parent the other Purchased Companies, or any of their respective Subsidiaries Affiliates (1i) to provide access to any Books and Records to the extent such Books and Records do not pertain to the business of the Purchased Companies (including, for the avoidance of doubt, Books and Records with respect to those items set forth on Schedule 5.1(a)(i)), and the Company shall be entitled to withhold access to or redact any portion of such Books and Records, (ii) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, the applicable Affiliate would result in the disclosure of any Trade Secrets of third parties trade secrets or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Purchased Companies or any of their respective Subsidiaries. Notwithstanding anything Affiliates that the Company reasonably determines in this 60 Section 6.7 good faith, after consultation with counsel, that access would give rise to a material risk of waiving attorney-client privilege applicable to all or any portion of such information, (iv) to take any action that would cause material disruption to the contrarybusiness of the Purchased Companies or their respective Affiliates, (v) contravene any applicable Law or any confidentiality obligation in any binding Contract, (vi) to provide access to any information to the extent related to the sale or divestiture process conducted by the Company or any of its Affiliates vis-à-vis any Person other than Parent, Merger Sub or any of their respective Affiliates, or the Company’s or any of its Affiliates’ (or their Representatives’) evaluation of the business of the Purchased Companies in connection therewith, including projections, financial and other information related thereto, (vii) to permit any environmental sampling or testing with respect to the Owned Real Property or Leased Real Property or (viii) to disclose any information to the extent relating to the Products listed in Schedule 5.1(a)(viii) if the Company reasonably determines upon the advice of counsel such information should not be disclosed due to its competitively sensitive nature; provided further, that in the case of clauses (iii) and (v), the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit make alternative arrangements (including *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. by using commercially reasonable efforts to seek any necessary consents from third parties) to afford such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company furnish such access and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to information without violating any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege Contract or protection in connection with the foregoingjeopardizing attorney-client privilege. All requests for information made pursuant to this Section 6.7 5.1 shall be directed to the general counsel Chief Business Development and Legal Officer of PaxVax U.S., or such other Person designated by the Company or Shareholder Representative in a written notice given to Parent, as applicable. All and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent Parent's officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parentwould (a) unreasonably interfere with the Company's business operations, as applicable, would (b) result in a waiver or otherwise jeopardize the disclosure protection of any Trade Secrets of third parties applicable privilege (including attorney-client privilege) or violate other immunity or protection or (c) contravene any of its obligations with respect Law applicable to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) their respective businesses or, in any material respect, any Contract to disclose any privileged information of which the Company, Parent Company or any of its Subsidiaries is a party or by which any of their respective Subsidiariesassets or properties are bound. Notwithstanding anything in this 60 Section 6.7 In the event that the Company withholds information on the basis of the foregoing clauses (a) through (c), the Company shall inform the Parent as to the contrary, general nature of what is being withheld and the Company and Parent shall cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use their respective of commercially reasonable efforts to (i) obtain the required consent or waiver of any consents of third parties that are necessary party required to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any provide such information and pursuant (ii) implement appropriate and mutually agreeable measures to which permit the disclosure of such information shall not be disclosed by such outside counsel in a manner to directors, officers, employees or other Representatives of Parent or remove the Company, as applicable, without basis for the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingobjection. All requests for access or information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel specific executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof to the Effective Time or the earlier termination of this Agreement, (a) the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent and Parent’s officers, financing sources and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, Contracts contracts and records and(it being agreed, during such periodhowever, that the foregoing shall not permit Parent or its Affiliates or their respective Representatives to conduct any environmental testing or sampling), (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent and (biii) furnish promptly to Parent shall (and shall cause its Subsidiaries to) afford any unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (prepared and provided to management or which were not previously disclosed to the Company by Parent Board, or its Representatives and were not known by the Companysuch committee thereof; provided, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel counsel, of the Company or other Person persons designated by the general counsel, of the Company. Notwithstanding the foregoing, any such investigation or consultation shall not be conducted in such a manner as to interfere unreasonably with the business or operations of the Company or Parentits Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where, as applicable. All in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to (i) jeopardize any work product or attorney-client privilege or contravene any Law or (ii) breach any Contract to which the Company or its Subsidiaries is a party or by which they are bound; provided, that, with respect to the foregoing clause (ii), the Company shall use commercially reasonable efforts to seek to obtain any third party’s consent to the disclosure of such information shall be governed by and implement appropriate procedures to enable the terms disclosure of the Confidentiality Agreementsuch information.

Access and Reports. (a) Subject to applicable LawLaw and Section 5.1(d), from and after May 6, 2021 to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent to Parent, Merger Sub and each of their Representatives (including, to the extent requested by Parent’s Representatives financing sources), reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records andrecords; provided, during such period, that (i) the foregoing shall (and shall cause not require the Company or any of its Subsidiaries toto permit access to (A) furnish promptly to Parent all any inspection or any information concerning that would violate any of its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments obligations with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, confidentiality in each case, effect as of the date of this the Original Agreement); provided , (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (iC) neither information that in the reasonable opinion of the Company nor Parent would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date of the Original Agreement or (D) information related to the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board or any committee thereof (including the Special Committee) with respect to any of the foregoing, whether prior to or after execution of this Agreement (access to the information described in this clause (D) shall be required to provide such access if it would unreasonably disrupt its operations and governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties, (iii) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein and (iv) any such access that is onsite or Merger Sub herein, and in-person shall be conducted in accordance with onsite or in-person guidelines which constitute a COVID-19 Response; provided, further, that the foregoing Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. Without limitation of the Company’s obligations in Section 5.13, nothing in this Section 5.6(a) will be construed to require the Company, Parent any of its Subsidiaries or any of their respective Subsidiaries (1) Representatives to permit prepare any inspectionreports, or to disclose any informationanalyses, that in the reasonable judgment of the Company or Parentappraisals, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments opinions or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of information. All requests for access pursuant to this Section 5.6(a) must be directed to the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information General Counsel of the Company, Parent or any other person listed in Section 5.6(a) of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access Disclosure Schedule or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or another person designated in writing by the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, ; provided further that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or ParentCompany’s good faith opinion, as applicableafter consultation with legal counsel, would (i) result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) violate the competition laws or (b) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that in the Company’s good faith determination, after consultation with legal counsel, is deemed to be privileged. Notwithstanding the foregoing, any such investigation or (iii) consultation shall be conducted in such a manner as not to disclose any privileged information interfere unreasonably with the business or operations of the Company, Parent Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingnormal duties. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel individual or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, (A) would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (B) would violate any applicable Law; or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s or any Subsidiary’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors, or (iii) damage any property or any portion thereof.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transactions; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used commercially reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent Oncor Entities if such Oncor Entity shall use their respective have used commercially reasonable efforts to obtain furnish such information in a manner that does not result in the loss of such privilege, (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to Xxxxxx Buckfire & Co. or the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit D. All such information shall be governed by the terms of the Confidentiality AgreementAgreements, which, notwithstanding anything to the contrary therein, shall remain in effect until the Purchase Closing Date in accordance with their terms (but shall terminate and cease to be of any further force or effect on such date as the Purchasers acquire, directly or indirectly, all of the outstanding equity interests in the Oncor Entities).

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable notice, (a) the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford Parent to Parent, Merger Sub and Parent’s Representatives each of their Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts contracts and records and, during such period, shall and (and shall cause its Subsidiaries toii) furnish promptly or cause to Parent all be furnished such information concerning its the business, properties properties, Contracts, assets, liabilities, personnel and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford other aspects of the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (as Parent Merger Sub or which were not previously disclosed to the Company by Parent or its their Representatives and were not known by the Company, in each case, as of the date of this Agreement)may reasonably request; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (iix) no investigation pursuant to this Section 6.7 5.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that (y) the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1A) to permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party so long as the Company shall have used reasonable best efforts to obtain the consent of such third party to allow such inspection or disclosure), disclosure or (iiB) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) that would waive the protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose any privileged such information in a way that would not waive such privilege, and (z) notwithstanding anything to the contrary contained herein, including Section 5.14, customer lists, SKU costing information and supplier program information listed in Section 5.7(a) of the CompanyCompany Disclosure Letter shall only be available for review at the offices of the Company by Parent, Parent or any of Merger Sub and their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Representatives (and financing sources and their Representatives, to the contrary, the Company and Parent shall use their respective commercially reasonable efforts extent they are entitled to obtain any consents of third parties that are necessary access to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including information pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company Section 5.14) and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed removed, copied or duplicated by any such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality AgreementPerson.

Access and Reports. Subject to applicable LawLaws relating to the sharing of information, from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VI, the Company shall, and shall cause each of its Subsidiaries and Representatives to, upon reasonable prior written notice, (a) afford to Parent and Parent’s Representatives reasonable access during normal business hours and without disruption of business to all of the Company shall Company’s and its Subsidiaries’ properties (including production facilities), books, Contracts, commitments, records and shall cause its Subsidiaries tocorrespondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, (b) use reasonable efforts to afford Parent and Parent’s Representatives reasonable accessaccess to the facilities of the Company’s or its Subsidiaries’ suppliers that manufacture finished goods or otherwise provide significant raw materials to the Company or any of its Subsidiaries, in each case during normal business hours throughout hours, without disruption of business, and subject to provision by Parent and such Representatives of customary confidentiality undertakings and such other reasonable restrictions and conditions that such suppliers may demand, and (c) the period prior to the Effective TimeCompany shall furnish, to its employees, properties, books, Contracts and records and, during such period, shall (and shall or cause its Subsidiaries to) , promptly furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of any securities Laws (and the Company shall deliver to Parent a copy of each report, schedule and other document proposed to be filed or submitted by the Company pursuant to the requirements of any securities Laws not less than two (2) Business Days prior to such filing) and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with any securities Law and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably be requested request from time to time. Except for disclosures permitted by the Confidentiality Agreement, Parent and (b) Parent Parent’s Representatives shall (and shall cause its Subsidiaries to) afford hold information received from the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that 4.6 in the reasonable judgment of the Company or Parent, as applicable, would result confidence in the disclosure of any Trade Secrets of third parties or violate any of its obligations accordance with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation, or information received, pursuant to this Section 4.6 shall modify any of the representations and warranties of the parties hereto. Notwithstanding the foregoing, any such investigation or consultation shall not be conducted in such a manner as to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to jeopardize any work product or attorney-client privilege or contravene any Law or breach any Contract to which the Company or its Subsidiaries is a party or by which they are bound.

Access and Reports. Subject From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice, Parent and the Company shall each, and shall use its reasonable best efforts to cause each of their respective Subsidiaries, officers, directors and representatives to, afford to the other reasonable access during normal business hours, consistent with applicable Law, upon reasonable noticeto each of its respective officers, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, booksoffices, Contracts other facilities and records andbooks and records, during such period, shall (and shall cause furnish the other with all financial, operating and other data and information as the other shall reasonably request in writing. Notwithstanding the foregoing and Section 5.24, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the other Party or its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties or otherwise result in any significant interference with the prompt and personnel as may reasonably be requested and (b) Parent shall (and shall cause timely discharge by the employees of the other Party of their normal duties. Neither Party nor any of its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any informationinformation where such access or disclosure would, that in the reasonable judgment of such Party, (i) breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the Company attorney-client or Parentother privilege held by such Party, as applicable, would result in the disclosure of any Trade Secrets of third parties or (iii) otherwise violate any of applicable Law, including any antitrust Law or (iv) cause significant competitive harm to such Party or its obligations Subsidiaries if the Transactions are not consummated; provided, further, however, that (1) with respect to confidentiality clauses (provided that i) through (iv) if such information cannot be disclosed pursuant to such clauses, such Party and its Subsidiaries shall have used disclose as much of such information as is practicable (through redactions, summaries or other appropriate means) to the other Party without violating the applicable restrictions on disclosure of such information or waiving such privilege and shall use reasonable best efforts to obtain the consent of enter into such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments joint defense agreements or other intrusive arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney-client privilege, and (2) nothing herein shall authorize any Party to undertake any invasive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on at any of the properties owned, operated or leased by the other Party or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the such other Party; provided ’s prior written consent in its sole discretion. Each Party agrees that neither the Company nor Parentit will not, as applicableand will cause its Representatives not to, shall be required to incur use any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made obtained pursuant to this Section 6.7 shall be directed 5.8 or Section 5.24 for any competitive or other purpose unrelated to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality AgreementTransactions.

Access and Reports. Subject to applicable LawLaws relating to the sharing of information, from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VI, the Company shall, and shall cause each of its Subsidiaries and Representatives to, upon reasonable prior written notice, (a) afford to Parent and Parent's Representatives reasonable access during normal business hours and without disruption of business to all of the Company's and its Subsidiaries' properties (including production facilities), books, Contracts, commitments, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, (b) use reasonable efforts to afford Parent and Parent's Representatives reasonable access to the facilities of the Company's or its Subsidiaries' suppliers that manufacture finished goods or otherwise provide significant raw materials to the Company or any of its Subsidiaries, in each case during normal business hours, without disruption of business, and subject to provision by Parent and such Representatives of customary confidentiality undertakings and such other reasonable restrictions and conditions that such suppliers may demand, and (c) the Company shall (and shall furnish, or cause its Subsidiaries to, promptly furnish to Parent (i) afford a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of any securities Laws (and the Company shall deliver to Parent a copy of each report, schedule and Parent’s Representatives reasonable access, during normal business hours throughout other document proposed to be filed or submitted by the period Company pursuant to the requirements of any securities Laws not less than two (2) Business Days prior to such filing) and a copy of any communication (including "comment letters") received by the Effective Time, to its employees, properties, books, Contracts Company from the SEC concerning compliance with any securities Law and records and, during such period, shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all other information concerning its and its Subsidiaries' business, properties and personnel as Parent may reasonably be requested request from time to time. Except for disclosures permitted by the Confidentiality Agreement, Parent and (b) Parent Parent's Representatives shall (and shall cause its Subsidiaries to) afford hold information received from the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that 4.6 in the reasonable judgment of the Company or Parent, as applicable, would result confidence in the disclosure of any Trade Secrets of third parties or violate any of its obligations accordance with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation, or information received, pursuant to this Section 4.6 shall modify any of the representations and warranties of the parties hereto. Notwithstanding the foregoing, any such investigation or consultation shall not be conducted in such a manner as to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to jeopardize any work product or attorney-client privilege or contravene any Law or breach any Contract to which the Company or its Subsidiaries is a party or by which they are bound.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , potential sources of capital and any rating agencies and prospective lenders and investors reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would in the reasonable judgment of the Company waive the protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege, or (iii) to disclose any privileged sensitive or personal information of that would expose the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Company to the contraryrisk of liability. Without limiting the generality of this Section 6.6, from the date of this Agreement until the Effective Time (or the termination of this Agreement in accordance with its terms), the Company will furnish to Parent promptly after becoming available, monthly financial statements including an unaudited balance sheet, income statement and Parent shall use their respective commercially reasonable efforts to obtain statement of cash flows for each month through the Closing Date as well as any consents update of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to its outlook for the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent quarter or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent balance of the other Party; provided that neither the Company nor Parent, fiscal year as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests it may prepare for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicablemanagement’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement; provided, that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders and investors during syndication of the Available Financing subject to the execution of customary confidentiality agreements with such Persons regarding such information, with the Company being named as an express third party beneficiary with rights of enforcement under such confidentiality agreements.

Access and Reports. Subject to applicable LawLaws, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 4.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit disclose (or to require A) any privileged information of the Company or any of its Subsidiaries, (B) any information that is competitively sensitive, (C) any information that would violate Law , or (iii) to perform) permit Parent or any of its Representatives to conduct any Phase II environmental site assessments assessment or other invasive or intrusive environmental sampling or subsurface investigationsinvestigation; provided, including soil, sediment or groundwater testing or sampling, on any that in the case of the properties owned, leased or operated by it or any each of its Subsidiaries or clauses (iiii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contraryand (ii), the Company and Parent shall use their respective commercially reasonable reasonably efforts to obtain any consents provide such information in a manner that does not result in disclosure or violation of third parties that are necessary to permit such access privileged information or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall obligations, is not be disclosed by such outside counsel to directors, officers, employees competitively sensitive or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingnot violate Law. All requests for information made pursuant to this Section 6.7 4.6 shall be directed to the general counsel executive officer of or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall, and shall cause its Representatives to, use commercially reasonable efforts to minimize the disruption to the businesses of the Company and its Subsidiaries resulting from the access provided by this Section 4.6.

Access and Reports. (a) Subject to applicable LawLaw and Section 5.1(d), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent to Parent, Merger Sub and each of their Representatives (including, to the extent requested by Parent’s Representatives financing sources), reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records andrecords; provided, during such period, that (i) the foregoing shall (and shall cause not require the Company or any of its Subsidiaries toto permit access to (A) furnish promptly to Parent all any inspection or any information concerning that would violate any of its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments obligations with respect to Parent and confidentiality in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) information that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries after are bound as of the date hereof or (D) information related to the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board or any committee thereof (including the Special Committee) with respect to any of the foregoing, whether prior to or after execution of this Agreement (or which were not previously disclosed access to the information described in this clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the normal business or operations of the Company by Parent or its Representatives Subsidiaries or otherwise result in any undue burden with respect to the prompt and were not known timely discharge by the Company, in each case, as employees of the date Company or its Subsidiaries of this Agreement); provided that their normal duties, (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (iiiii) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein and (iv) any such access that is onsite or Merger Sub herein, and in-person shall be conducted in accordance with onsite or in-person guidelines which constitute a COVID-19 Response; provided, further, that the foregoing Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. Without limitation of the Company’s obligations in Section 5.13, nothing in this Section 5.6(a) will be construed to require the Company, Parent any of its Subsidiaries or any of their respective Subsidiaries (1) Representatives to permit prepare any inspectionreports, or to disclose any informationanalyses, that in the reasonable judgment of the Company or Parentappraisals, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments opinions or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of information. All requests for access pursuant to this Section 5.6(a) must be directed to the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information General Counsel of the Company, Parent or any other person listed in Section 5.6(a) of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access Disclosure Schedule or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or another person designated in writing by the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent to Parent, Merger Sub and each of their Representatives (including, to the extent requested by Parent’s Representatives , the Lenders), reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records andrecords; provided, during such period, that (i) the foregoing shall (and shall cause not require the Company or any of its Subsidiaries toto permit access to (A) furnish promptly to Parent all any inspection or any information concerning that would violate any of its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments obligations with respect to Parent and confidentiality in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) information that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries after are bound as of the date hereof or (D) information related to the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (or which were not previously disclosed access to the information described in this clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the normal business or operations of the Company by Parent or its Representatives Subsidiaries or otherwise result in any undue burden with respect to the prompt and were not known timely discharge by the Company, in each case, as employees of the date Company or its Subsidiaries of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations their normal duties and (iiiii) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that the foregoing Company shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of use its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain allow for any access or disclosure in a manner that does not result in the consent of such third party to such inspection or disclosureeffects set out in clauses (i)(A), (iii)(B) to permit or (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsi)(C), including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementmaking appropriate substitute arrangements.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.5 shall affect or be deemed to modify any representation or warranty made by the Company, Company herein or otherwise limit or affect the remedies available to Parent, or Merger Sub herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.5 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.5 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Merger Sub and their officers and other authorized Representatives reasonable access, during normal business hours and upon reasonable advance notice throughout the period prior to the Company Merger Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Parent and Merger Sub all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent all such investigations shall be required to provide such access if it would unreasonably disrupt its operations reasonable in scope, and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or Parent, as applicable, would any of its Subsidiaries or (B) result in the disclosure of any Trade Secrets trade secrets of third parties or violate any obligations of the Company or any of its obligations Subsidiaries with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require disclose any information the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsdisclosure of which would violate applicable Law, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 that is subject to the contrary, terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company and Parent shall use their respective has used commercially reasonable efforts to obtain permission or consent of such third party to such disclosure) or (iv) to disclose any consents information subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of third parties that are necessary to permit such access loss of privilege of the Company or make such disclosure and any of its Subsidiaries (provided that, in each case, the Company shall otherwise use commercially reasonable efforts to permit develop an alternative to providing such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms information reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to Applicable Laws then in effect and applicable Lawcontractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its and its Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed Representatives from time to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Letter and (ii) provided further that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) (A) to permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentits Subsidiaries, as applicableor (B) to disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would, in the reasonable judgment of the Company, be prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to disclose provide access to or otherwise make available any privileged information relating to the process conducted by the Company that led to the execution of this Agreement or (iv) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information could in the judgment of the CompanyCompany based on advice of counsel violate Applicable Law. The parties will use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, unless with the express, prior written consent of the Company and under such conditions as the Company may reasonably require, neither Parent nor any of its Representatives shall have the right to conduct any surface or subsurface soil or surface or ground water sampling, monitoring, borings or testing on any properties owned or leased by the Company or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 Parent agrees that it will not, and will cause its Representatives, not to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be information provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed 6.6(a) for any competitive or other purpose unrelated to the general counsel or other Person designated consummation of the Transactions. The Confidentiality Agreement shall apply with respect to information furnished by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementhereunder.

Access and Reports. Subject From the date hereof to the Closing or the earlier termination of this Agreement, upon reasonable prior written notice from Buyer, subject to applicable Law, upon reasonable notice, (a) the Company Seller shall (and shall cause its Subsidiaries to) afford Parent Buyer’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to the Company’s and its Subsidiaries’ employees, properties, books, Contracts contracts and records and, during such period, Seller shall (and shall cause its Subsidiaries to) furnish promptly to Parent Buyer all information concerning the Company’s and its Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Timeprovided, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material eventsthat, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 3.4 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Seller herein, and provided, further, that the foregoing shall not require the Company, Parent Seller or any of their respective its Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, Seller would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require the Company to perform) disclose any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any information of the properties owned, leased or operated by it Seller or any of its Subsidiaries that is subject to legal privilege, or (iii) to disclose permit any privileged information of the Companyenvironmental sampling or invasive environmental testing, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 except to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including extent required pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicableSection 3.7(c)(iv) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingFinancing following the completion of any updated Phase I environmental testing performed with respect to the Owned Properties or Leased Properties (provided, that such Phase I report recommends that such sampling or invasive testing be carried out and, in such event, only in scope limited to the issue identified in the Phase I sampling recommendation); provided that if any information is withheld pursuant to clauses (i) or (ii), Seller shall inform Buyer as to the general nature of what is being withheld and use reasonable best efforts to make substitute disclosure arrangements to provide any such information to the Buyers in a manner that will not violate any such obligations of confidentiality or jeopardize any such legal privilege. All requests for access or information made pursuant to this Section 6.7 3.4 shall be directed to an officer of Seller or the general counsel Company or other Person designated by the Company or Parent, as applicableSeller. All such information shall be governed by the terms of the Confidentiality Agreement and Access Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvance notice from the Buyer, (a) the Company Seller Management shall (and shall cause its the Seller's Subsidiaries to) afford Parent the Buyer's officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timeearlier of the Closing Date or the termination of this Agreement in accordance with Article IX, to its employees, properties, books, Contracts contracts and records and, during such period, the Seller and Seller Management shall (and shall cause its the Seller's Subsidiaries to) furnish as promptly to Parent as reasonably practicable the Buyer and its authorized Representatives all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford requested. Notwithstanding the Company reasonable accessforegoing, during normal business hours throughout none of the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent Buyer or its Representatives and were not known by the Companyshall have access to any books, in each caserecords, as of the date of this Agreement); provided that documents or other information (i) neither to the Company nor Parent shall be required extent that such books, records, documents or other information is subject to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any terms of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of a confidentiality agreement with a third parties or violate any of its obligations with respect to confidentiality party (provided that such Party at the request of the Buyer, the Seller shall have used reasonable best use its commercially reasonably efforts to obtain the consent of waivers from such third party to such inspection or disclosureparties), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments extent that the disclosure of such books, records, documents or other intrusive environmental sampling information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or subsurface investigationsother information is prohibited by applicable Law, including soilor (iv) to the extent disclosure of such books, sediment records, documents or groundwater testing or samplingother information, on any of as reasonably determined by the properties ownedSeller's counsel, leased or operated by it would be reasonably likely to result in antitrust difficulties for the Seller (or any of its Subsidiaries or (iiiAffiliates) and provided further that the JPLs shall be under no obligation to disclose any privileged information of the Company, Parent or any copies of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company books and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made records pursuant to this Section 6.7 6.04. All information provided or made available pursuant to this Section 6.04 is subject to the confidentiality agreement dated December 10, 2015, among the Buyer and the Seller (the “Confidentiality Agreement”). The Buyer shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All responsible for any unauthorized disclosure of any such information shall be governed provided or made available pursuant to this Section 6.04 by the terms of the Confidentiality Agreementits Representatives.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries and its and their respective directors, officers and employees to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material eventsrequested; provided, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation or provision of information pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that notwithstanding the foregoing investigation or provision of information by any party, no party shall not require be deemed to make any representation or warranty except as expressly set forth in this Agreement; and provided further, in no event shall Parent be permitted to conduct any sampling of soil, sediment, groundwater, surface water, air or building materials at any real property owned or leased by the Company, Parent Company or any of their respective its Subsidiaries prior to the Effective Time without the Company’s prior consent (1) such consent not to permit be unreasonably withheld). Nothing in this Section 6.6 shall require the Company to provide any inspectionaccess, or to disclose any information, information (i) that in the reasonable judgment of the Company or Parent, as applicableCompany, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit if providing such access or disclosing such information would violate Applicable Law (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsincluding antitrust and privacy laws), including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged if such information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 is protected by attorney-client privilege to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit extent such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall privilege cannot be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated protected by the Company through exercise of its reasonable efforts or Parent, as applicable(iv) if such information is required to be kept confidential by reason of contracts or agreements with third parties. All such information shall be governed by the terms of the Confidentiality Agreement and the Clean Team Agreement.

Access and Reports. Subject to applicable LawLaws, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records including tax returns and the work papers of the Company’s independent auditors and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All , for purposes of this Section 6.6, Parent’s officers and other authorized Representatives shall direct all requests for information made or access to the employees, properties, books, contracts and records including tax returns and work papers of the Company’s independent auditors, inquiries and investigation pursuant to this Section 6.7 shall be directed 6.6 to the general counsel General Counsel of the Company or other Person Persons designated by the Company only who shall upon prior written notice schedule and coordinate such request, inquiries and investigation, and neither Parent’s officers nor any of Parent’s Representatives shall (A) knowingly have any discussions with any of the vendors, landlords/sublandlords, tenants/subtenants, licensees or Parentcustomers of the Company or any of its Subsidiaries with respect to such parties’ relationship with the Company or any of its Subsidiaries or the transactions contemplated hereby, as applicableunless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed or (B) perform any onsite investigation (including any onsite environmental investigation or study) without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall be entitled to have its Representatives present at all times during any such inspection. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its the Company Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and the Company Subsidiaries’ officers and its and the Company Subsidiaries’ properties, offices and other facilities and its and the Company Subsidiaries’ books, Contracts contracts, personnel files and records records, and, during such period, the Company shall (and shall cause its the Company Subsidiaries to) furnish promptly to Parent all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed Representatives from time to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Schedule and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1i) to (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentany of the Company Subsidiaries, as applicableor (B) disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) disclose any information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to permit (or to require result in the Company to perform) any Phase II environmental site assessments waiver of the protection of attorney‑client, work product or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries legal privilege or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 prior to the contraryEffective Time and except as otherwise required by applicable Law or legal process, provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement. The Company and Parent shall use their respective commercially reasonable efforts cooperate in good faith to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to appropriate substitute arrangements under circumstances in which the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent restrictions of the other Party; provided that neither the Company nor Parent, as applicable, preceding sentence apply. The Confidentiality Agreement shall be required apply with respect to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated furnished by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementhereunder.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent Sponsor and Parent’s Merger Sub and their officers and other authorized Representatives reasonable access, including reasonable access for the purposes of conducting environmental site assessments and surveys, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Parent Sponsor and Merger Sub all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or Parent, as applicable, would any of its Subsidiaries or (B) result in the disclosure of any Trade Secrets trade secrets of third parties or violate any obligations of the Company or any of its obligations Subsidiaries with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything its Subsidiaries (provided that, in this 60 Section 6.7 to the contraryeach case, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit develop an alternative to providing such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms information reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingSponsor). All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Sponsor shall indemnify and hold harmless the Company and its Subsidiaries for any damages, losses, costs or expenses actually incurred by the Company or its Subsidiaries that are directly caused by any negligent act or omission of Sponsor, Merger Sub or their officers and other authorized Representatives in connection with any such investigation conducted by Sponsor, Merger Sub or their officers and other authorized Representatives pursuant to this Section 6.7.

Access and Reports. (a) . Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parentwould (a) unreasonably interfere with the Company’s business operations, as applicable, would (b) result in a waiver or otherwise jeopardize the disclosure protection of any Trade Secrets of third parties applicable privilege (including attorney-client privilege) or violate other immunity or protection or (c) contravene any of its obligations with respect Law applicable to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) their respective businesses or, in any material respect, any Contract to disclose any privileged information of which the Company, Parent Company or any of its Subsidiaries is a party or by which any of their respective Subsidiariesassets or properties are bound. Notwithstanding anything in this 60 Section 6.7 In the event that the Company withholds information on the basis of the foregoing clauses (a) through (c), the Company shall inform the Parent as to the contrary, general nature of what is being withheld and the Company and Parent shall cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use their respective of commercially reasonable efforts to (i) obtain the required consent or waiver of any consents of third parties that are necessary party required to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any provide such information and pursuant (ii) implement appropriate and mutually agreeable measures to which permit the disclosure of such information shall not be disclosed by such outside counsel in a manner to directors, officers, employees or other Representatives of Parent or remove the Company, as applicable, without basis for the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingobjection. All requests for access or information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel specific executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) To the Company shall extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, for the purposes of preparing for the Purchase and Transfer, the integration of Seller Bank with Purchaser Bank and the other matters contemplated by this Agreement (including, without limiting or affecting the representations and warranties and covenants and agreements set forth in Section 5.7 and Section 7.3(e), any financing or other capital raising efforts by Purchaser in connection with the consummation of the Transactions and the payment of the Purchase Price), Seller Bank shall, and shall cause its Subsidiaries to) afford Parent , provide to Purchaser Bank and Parentto Purchaser Bank’s Representatives reasonable accessaccess upon reasonable prior notice and request, during Seller Bank’s normal business hours throughout the period prior hours, to the Effective Timeofficers, to its employees, properties, books, Contracts contracts and records andrelating exclusively to Seller Bank and its Subsidiaries. Purchaser Bank shall, during such period, shall (and shall cause its Subsidiaries Representatives to) furnish promptly to Parent all information concerning , conduct its businessinspections and investigations under this Section 7.1 in a manner that will not unreasonably interfere with the conduct of the business of Seller Bank and its Subsidiaries. Notwithstanding the foregoing, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent Seller Bank and its Subsidiaries after shall not be required to disclose any information where disclosure would reasonably be expected to result in the date loss of this Agreement (any legal privilege or which were not previously disclosed contravene any Law or fiduciary or confidentiality obligations, including those related to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)confidential supervisory information; provided that (i) neither the Company nor Parent parties shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or disclosure, including pursuant furnishing of information to the use of “clean team” arrangements (on terms reasonably acceptable Purchaser Bank to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any occur without contravening such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract privilege or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingLaw. All requests for information made received pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 7.1 shall be governed by the terms of the Confidentiality AgreementSection 7.5.

Access and Reports. Subject to applicable LawLaw and the other provisions of this Section 6.6, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) ), upon giving of reasonable notice by Xxxxxx, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours following reasonable advance notice throughout the period prior to the Effective Time, to its officers, employees, agents, contracts, books and records (including the work papers -50- of its independent accountants upon receipt of any required consents from such accountants), as well as properties, booksoffices and other facilities, Contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date requested. The foregoing provisions of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing 6.6 shall not require and shall not be construed to require either the Company, Parent or Company to permit any access to any of their respective Subsidiaries (1) its officers, employees, agents, contracts, books or records, or its properties, offices or other facilities, or to permit any inspection, review, sampling or audit, or to disclose or otherwise make available any information, information that in the reasonable judgment of the Company or Parent, as applicable, and in the reasonable good faith judgment of the Company’s outside legal counsel would (i) result in the disclosure of any Trade Secrets of any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of its obligations with respect to confidentiality (provided that such Party this Agreement if the Company shall have used commercially reasonable best efforts (without payment of any consideration, fees or expenses) to obtain the consent of such third party to such inspection or disclosuredisclosure (or entered into after the date of this Agreement in compliance with Section 6.1), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsresult in a violation of applicable Laws, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries fiduciary duty or (iii) waive the protection of any attorney-client or other privilege. In the event that Parent objects to disclose any privileged request submitted pursuant to and in accordance with this Section 6.6 and withholds information on the basis of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contraryforegoing clauses (i) through (iii), the Company shall inform Xxxxxx as to the general nature of what is being withheld and Parent the Company shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to make appropriate substitute arrangements to permit such access or disclosurereasonable disclosure that does not suffer from any of the foregoing impediments, including pursuant to through the use of “clean team” arrangements commercially reasonable efforts to (on terms reasonably acceptable A) obtain the required consent or waiver of any third party required to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any provide such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.and

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets or other confidential information of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requests; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) that, no investigation pursuant to this Section 6.7 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Subsidiary would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if the Company or such Party Subsidiary shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries if the Company and Parent or such Subsidiary shall use their respective commercially have used reasonable best efforts to obtain furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinga Phase II environmental assessment. All requests for information made requested pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requests; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) that, no investigation pursuant to this Section 6.7 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Subsidiary would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if the Company or such Party Subsidiary shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries if the Company and Parent or such Subsidiary shall use their respective commercially have used reasonable best efforts to obtain furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinga Phase II environmental assessment. All requests for information made requested pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 6.4 shall be governed by the terms of the Confidentiality Agreement.. 77

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (Seller shall, and shall cause its Subsidiaries to) , afford Parent Buyer’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to its employees, properties, booksthe Business Employees, Contracts and the properties, books and records Related to the Business and, during such period, shall (Seller shall, and shall cause its Subsidiaries to) , furnish promptly to Parent Buyer all information concerning its business, properties and personnel Related to the Business as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 5.3 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Seller herein, and provided, further, that the . The foregoing shall not require the Company, Parent or any of their respective Subsidiaries Seller (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, Seller would result in (i) the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (the violation of or to require the Company to perform) creation of any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on liability under any of the properties owned, leased or operated Law by it Seller or any of its Subsidiaries or (iiib) to disclose any privileged information of the Company, Parent Seller or any of their respective its Subsidiaries. Notwithstanding anything ; provided, however, that in this 60 Section 6.7 to accordance with such trade secret or Law and in a manner that does not result in the contrarywaiver of any such privilege, the Company Seller and Parent its Subsidiaries shall use their respective commercially reasonable efforts to obtain make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply. Nothing in this Section 5.3 shall limit, expand or otherwise modify in any consents of third parties that are necessary respect any rights any Person may have with respect to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent discovery or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees production of documents or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection information in connection with any litigation and, for the foregoingavoidance of doubt, none of the provisions of this Section 5.3 shall require Seller or its Subsidiaries to give to Buyer any information that would reasonably be expected to be relevant to any then existing actual or potential Action between the Parties. All requests for information made pursuant to this Section 6.7 5.3 shall be directed to the general counsel Jxxxx Xxxxxxxx ([***]) and Axxxxx Xxxxx ([***]) or any other Person designated in writing to Buyer by the Company or Parent, as applicableSeller. All such information received or accessed by Buyer pursuant to this Section 5.3 shall be governed by the terms of the Confidentiality AgreementAgreement prior to the Closing.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives (including, subject to the provisions on the Company’s cooperation set forth in Section 6.16(b), the Financing Sources) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequested, in each case, as in a manner not unreasonably disruptive to the operations of the date business of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt or any of its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and Subsidiaries; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require binding upon the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or with respect to any third party, (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything its Subsidiaries or (c) to disclose any information or permit any access or inspection that, in this 60 Section 6.7 the reasonable judgment of the Company, would cause any competitive harm to the contraryCompany or any of its Subsidiaries if the transactions contemplated by this Agreement were not consummated; provided, further, that in the event that the Company determines to withhold access or information pursuant to clauses (a), (b) and (c), the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents waivers of third parties that are necessary to permit such access or make such disclosure information to be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts reasonably cooperate with Parent to implement procedures that would remove the basis for the determination so as to permit Parent or its Representatives such access or disclosure, including pursuant to the use of “clean teamroom” arrangements (on terms reasonably acceptable arrangements. Notwithstanding anything to the Company contrary herein, (i) Parent and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information Merger Sub shall not be disclosed by such outside counsel permitted prior to directors, officers, employees or other Representatives the Closing Date to contact any of Parent or the Company’s or its Subsidiaries’ vendors, customers, suppliers, contract counterparties, joint venture partners or, other than as applicableexpressly contemplated by this Agreement, Governmental Entities regarding the operations of the Company or its Subsidiaries without receiving the prior written consent of the other Party; provided that neither Company (such consent not to be unreasonably withheld) and (ii) prior to the Closing Date, Parent and Merger Sub shall not have the right to conduct any environmental testing, sampling or analysis at, on, under or from any real property of the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingits Subsidiaries. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the general counsel Chief Executive Officer of the Company or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Company Confidentiality Agreement, the Joint Defense and Confidentiality Agreement, dated as of December 5, 2013 between Parent and the Company (the “Joint Defense Agreement”) and the letter agreement executed on December 7, 2013 between Xxxxxxxx & Xxxxx LLP and Winston & Xxxxxx LLP (the “Clean Team Agreement”).

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Company herein or otherwise limit or affect the remedies available to Parent, or Merger Sub herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, (a) the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent Parent's officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, Contracts contracts and records andrecords, during such period, shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent, and (biii) within twenty (20) days after the end of each month following the date hereof, furnish to Parent shall (and shall cause its Subsidiaries to) afford an unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Subsidiaries; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 , or (iii) to disclose any sensitive or personal information that could reasonably be expected to expose the Company to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents risk of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel General Counsel of the Company or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers, employees and other authorized Representatives (including financing sources) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all and Parent’s officers, employees and other authorized Representatives (including financing sources) information concerning its business, properties and personnel as may reasonably be requested requested, including (i) access to conduct, at Parent’s sole cost and expense, ASTM-compliant Phase I environmental site assessments or limited environmental compliance reviews, of any Owned Real Property and, subject to the rights of any landlord, any real property that is the subject of any material Lease Document and (bii) Parent shall (reasonable access to KPMG, the Company’s external auditors, and shall cause its Subsidiaries to) afford their work papers associated with their review of the Interim Financial Statements and Duff & Xxxxxx Corporation and ICF SH&E, the auditors who assisted the Company reasonable accessin their preparation of the February Balance Sheet, during normal business hours throughout the period prior subject to the Effective Time, to such information as may be reasonably Parent signing a customary confidentiality and indemnity letter if requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to such auditors; provided that Parent and its Subsidiaries after Representatives shall conduct any such activities in such a manner as to not interfere unreasonably with the business or operations of the Company and in no event will the foregoing include any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation. All requests for information made pursuant to this Section 4.5 shall be directed to the executive officer or other Persons designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 4.5 or by Parent or its Representatives at any time prior to or following the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries to, (i) afford Parent to Parent, Merger Sub and each of their Representatives (including, to the extent requested by Parent’s Representatives , the Lenders) reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records and, during such period, shall and (and shall cause its Subsidiaries toii) furnish promptly or cause to Parent all be furnished such information concerning its the business, properties properties, Contracts, assets, liabilities, personnel and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford other aspects of the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after as Parent, Merger Sub or their Representatives (including, to the date of extent requested by Parent, the Lenders) may reasonably request; provided, that (w) any information concerning Acquisition Proposals, Inquiries or transactions competing with or alternative to the transactions contemplated by this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations governed by Section 5.2 and not this Section 5.6, (iix) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing (y) neither this Section 5.6(a) nor any other provisions of this Agreement shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit access to (A) any inspection, inspection or to disclose any information, information that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain are in effect as of the consent of such third party to such inspection or disclosure)date hereof, (iiB) any information that is subject to permit attorney-client privilege or other privilege or trade secret protection or the work product doctrine or (or to require C) information that in the reasonable opinion of the Company would result in a material breach of a Contract to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of which the properties owned, leased or operated by it Company or any of its Subsidiaries or (iii) to disclose any privileged information are bound as of the Companydate hereof, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicablez) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, investigation shall be required conducted in such a manner as not to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection unreasonably interfere with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel normal business or other Person designated by operations of the Company or Parent, as applicable. All such information shall be governed its Subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by the terms employees of the Confidentiality AgreementCompany or its Subsidiaries of their normal duties; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (A)-(C), including by making appropriate substitute arrangements.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries Subsidiary to) afford Parent Parent, its Affiliates and Parent’s Representatives their respective authorized Representatives, reasonable access, during normal business hours throughout the period prior to the Effective TimePre-Closing Period, to its officers, employees, consultants, accountants, properties, books, Contracts and records books and records, and, during such period, the Company shall (and shall cause its Subsidiaries Subsidiary to) furnish promptly to Parent all information and data concerning its business, operations, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, its Affiliates and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) Representatives shall conduct any such activities in such a manner as not to permit any inspection, interfere unreasonably with the business or to disclose any information, that in the reasonable judgment operations of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableSubsidiary. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiary will be required to disclose any information to Parent or any of its Representatives if such disclosure would: (i) based on advice of counsel, jeopardize any attorney-client privilege; provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of such attorney-client privilege; or (ii) based on advice of counsel, contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement; provided that the Company shall use its commercially reasonably efforts to obtain the required consent of the counterparty under such Contract to such access or disclosure. Prior to the Closing, without the prior written consent of the Company (which consent may not be unreasonably, withheld, conditioned or delayed), neither Parent nor its Representatives shall contact any employee (other than individuals set forth on SECTION 4.4 of the Company Disclosure Letter) of, suppliers to, or customers of, the Company or its Subsidiary regarding the transactions contemplated by this Agreement.

Access and Reports. (a) Subject to Applicable Laws then in effect and applicable Lawcontractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford to the officers and other authorized Representatives of Parent and the Financing Sources of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its and its Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Financing Sources from time to time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Letter and (ii) provided further that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) (A) to permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentits Subsidiaries, as applicableor (B) to disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would, in the reasonable judgment of the Company, be prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to disclose provide access to or otherwise make available any privileged information relating to the process conducted by the Company that led to the execution of this Agreement or (iv) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information could in the judgment of the CompanyCompany based on advice of counsel violate Applicable Law. The parties will use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, neither Parent or nor any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 its Representatives shall have the right to the contraryconduct any surface or subsurface soil or surface or ground water sampling, the Company and Parent shall use their respective commercially reasonable efforts to obtain monitoring, borings or testing on any consents of third parties that are necessary to permit such access properties owned or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated leased by the Company or Parentany of its Subsidiaries. Without limiting the generality of this Section 6.6, from the date of this Agreement until the Effective Time (or the termination of this Agreement in accordance with its terms), the Company will furnish to Parent promptly after becoming available, monthly financial statements including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date as applicablewell as any update of its outlook for the quarter or the balance of the fiscal year, each as it may prepare for management’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement; provided that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders (including the Financing Sources) and investors during syndication of the Available Financing subject to the execution of customary confidentiality agreements with such Persons regarding such information.

Access and Reports. Subject to applicable Law, (a) upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records (including environmental, zoning and FCC License and Other Company License documents and information, and Representatives of the Company and its Subsidiaries who can respond knowledgeably to questions related thereto) and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested requested, and (b) Parent shall as soon as reasonably practicable but in no event later than thirty (and shall cause its Subsidiaries to30) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries days after the date of this Agreement Agreement, make available to Parent online or in physical format substantially all tower files and related Cell Site information (or which were not previously disclosed including substantially all information necessary for Parent to confirm compliance with respect to the Company by Parent or its Representatives and were not known businesses operated by the Company, in each case, as of Company and its Subsidiaries with the date of this AgreementFCC Rules and FAA Rules relating to towers); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties parties, violate any applicable Laws or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the applicable Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, bookscontracts, Contracts books and records and, during such period, shall (the Company shall, and shall cause its Subsidiaries to) , furnish promptly to Parent all readily available information concerning its business, properties and personnel as Parent may reasonably be requested and (b) Parent shall (and shall cause request; provided, however, that none of the Company or any of its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide permit any inspection or other access, or to disclose any information, that in its reasonable judgment would: (a) violate any of its obligations with respect to confidentiality (provided that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the attorney-client privilege or the attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such access if it would unreasonably disrupt to be granted in whole or in part without jeopardizing such protections); (e) violate any Law; or (f) materially interfere with the conduct of its operations and (ii) no investigation business. All requests for information made pursuant to this Section 6.7 7.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the CompanyCompany in this Agreement. The Company shall furnish promptly to Parent a copy of each report, Parentschedule, or Merger Sub herein, registration statement and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated document filed by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit during such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including period pursuant to the use requirements of “clean team” arrangements (on terms reasonably acceptable federal or state securities Legal Requirements to the Company and Parentextent that such report, as applicable) pursuant to which outside counsel of Parent or the Companyschedule, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees registration statement or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementdocument is not publicly available on XXXXX.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeControl Date, to its officers and other senior employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided it being understood that such Party the Company shall have used use its commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), ) or (iib) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or (iii) consultation shall be conducted in such a manner as not to disclose interfere unreasonably with the business or operations of ______________ 5 MLBP, MLBPA, NFLP, NFLPA and NBAP. the Company or its Subsidiaries or otherwise result in any privileged information of significant interference with the Company, Parent or any prompt and timely discharge by such employees of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingnormal duties. All requests for information made pursuant to this Section 6.7 7.7 shall be directed to the general counsel individual or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives and, subject to the prior written approval of the Company (such approval not to be unreasonably withheld, delayed or conditioned), potential financing sources (that are not in competition in any material respect with the Company or its Subsidiaries, other than activities relating to financial transactions, including commodity hedging and trading activities), reasonable access, during normal business hours throughout the period prior to from the date hereof and through the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, facilities, operations and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, its Subsidiaries if the Company and Parent shall use their respective have used commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any furnish such information and pursuant to which in a manner that does not result in the loss of such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingprivilege. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Subject in all respects to the terms of this Section 6.6, promptly after receipt thereof, the Company shall deliver to Parent copies of any written reports to the Company’s risk management forum, pursuant to the Company’s existing risk management policies, in connection with any breaches of, or exceptions from, the Company’s existing risk management policies, provided that to the extent that such exceptions include information related to commodity hedging and trading transactions or to counterparties covered by confidentiality provisions, the Company shall provide a modified form of such exception report excluding such information.

Access and Reports. Subject to applicable Law, upon reasonable noticeprior to the Effective Time, (a) the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout hours, and in a manner as shall not unreasonably interfere with the period prior to business or operations of the Effective TimeCompany or any Subsidiary thereof, to its employees, Representatives, properties, books, Contracts contracts and records andrecords, during such period, shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent and (biii) furnish promptly to Parent shall (and shall cause its Subsidiaries to) afford any unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (prepared and provided to management or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as ’s Board of the date of this Agreement)Directors; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of . Neither the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or nor any of its Subsidiaries shall be required to provide access to or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit where such access or make disclosure would jeopardize any attorney-client privilege or contravene any Law; and in any such disclosure and shall otherwise event, the parties hereto will use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any make appropriate substitute disclosure arrangements. All such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 6.6 shall be governed by the terms of the Confidentiality Agreement. Such rights of access explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling, including subsurface testing of soil, surfacewater or groundwater at any Leased Real Property. The Company acknowledges and agrees that the good faith conduct of a due diligence review customary for an acquisition similar to the Merger shall be deemed not to unreasonably interfere with the business or operations of the Company and its Subsidiaries.

Access and Reports. (a) Subject to applicable Law, from and after the date hereof to the OP Merger Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (BRE shall, and shall cause its each of the BRE Subsidiaries to) , afford Parent to BNL, BNL OP and Parent’s their respective Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records andrecords; provided, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i1) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require BRE or any of the CompanyBRE Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, Parent (B) any information that in the reasonable opinion of BRE would violate any applicable Law, (C) such documents or information that are reasonably pertinent to any Proceeding between BRE and its Affiliates, on the one hand, and BNL and its Affiliates, on the other hand or (D) any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions and the actions of the Board of Managers of BRE (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement, and (2) any such investigation shall be conducted in such a manner as not to interfere with the normal business or operations of BRE or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of BRE or its Subsidiaries of their normal duties and BNL shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of BRE that may result from any such requests for access. Each of BNL and BRE, as it deems advisable and necessary, may reasonably designate commercially sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions, and such materials and the information contained therein shall be given only to the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. Nothing in this Section 6.5 will be construed to require BRE, any of its Subsidiaries or any of their respective Subsidiaries (1) Representatives to permit prepare any inspectionreports, or to disclose any informationanalyses, that in the reasonable judgment of the Company or Parentappraisals, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments opinions or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of information. Any access to the properties owned, leased or operated by it or any of BRE and its Subsidiaries or (iii) will be subject to disclose any privileged information of the CompanyBRE’s reasonable security measures, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company policies and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementinsurance requirements.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance notice from CSSE to CPE, Crackle shall afford CSSE’s officers and other authorized Representatives (ain each case provided that such Person has agreed to be bound by the Confidentiality Agreement (defined below) and CSSE has agreed to be responsible to Crackle for any breach thereof by such Person) reasonable access to the Company shall (books and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, records of Crackle during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford Closing Date for the Company reasonable access, during normal business hours throughout purpose of facilitating the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as consummation of the date of this Agreement)transactions contemplated hereby; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, furtherhowever, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Crackle (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, Crackle would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iiib) to disclose any privileged information of the Companyor materials protected by attorney client, Parent attorney work product or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access other legally recognized privileges or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or immunity from disclosure, including pursuant or (c) to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that could cause material disruption to the business of Crackle. In addition, other than individuals identified as “Clean Team Members” pursuant to that certain Clean Team Amendment to Confidentiality Agreement dated as of March 2, 2019 by and between CSSE and Sony Pictures Television Inc. (the “Clean Team Amendment”), and those individuals identified as “Employment Clean Team Members” pursuant to that certain Employment Clean Team Amendment to Confidentiality Agreement dated as of March 2, 2019 by and between CSSE and Sony Pictures Television Inc. (the “Employment Clean Team Amendment”), in no event shall CSSE have access, at any time prior to the Closing, to any information regarding pending or proposed transactions or Contracts or any related information where CSSE or an Affiliate of CSSE is or would breach any Contract reasonably be expected to compete for the same transaction or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingContract. All requests for information made pursuant to this Section 6.7 5.2(a) shall be directed to the general counsel Person or other Person Persons designated by the Company or ParentCPE in a notice given to CSSE, as applicable. All and all such information shall be governed by the terms of (i) that certain confidentiality agreement dated as of August 18, 2018 by and between Sony Pictures Television Inc. and CSSE, and (ii) that certain mutual confidentiality agreement dated October 12, 2018 by and between Sony Pictures Television Inc. and CSSE, each as amended by the Clean Team Amendment and the Employment Clean Team Amendment ((i) and (ii) the “Confidentiality Agreement”). In no event shall CSSE contact or speak to any of the owners, directors, officers, employees, users, clients, distributors, vendors, lessors, lenders or other business relations of Crackle without the prior written consent of such Person or Persons designated by CPE.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford including for purposes of determining whether the Company reasonable access, during normal business hours throughout or any Subsidiary has undergone any ownership change under the period Section 382 of the Code prior to the Effective Time, to such information as may be reasonably requested by Time or determining the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent applicability of Sections 280G and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as 4999 of the date of this AgreementCode); , provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.4 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in As soon as reasonably practicable after the date of this 60 Section 6.7 to the contraryAgreement, the Company and shall deliver to Parent shall use their respective commercially reasonable efforts copies of calculations with respect to obtain any consents Section 280G of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access Code with respect to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection disqualified individuals in connection with the foregoingtransactions contemplated by this Agreement. At the request of Parent and subject to applicable Law, the Company shall use its reasonable best efforts to arrange prompt access for Parent’s officers and authorized Representatives to the counterparties to the Material Contracts listed in Section 6.4 of the Company Disclosure Letter. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and applicable contractual restrictions, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the records. The foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit provide access to or otherwise make available or furnish any inspectionbooks, Contracts or records governed by a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to disclose provide access to or otherwise make available or furnish any information, information if and to the extent that the provision of such information would in the reasonable good faith judgment of the Company based on advice of counsel jeopardize any attorney-client, work product or Parentother legal privilege or protection (it being agreed that, as applicable, would result in the disclosure case of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality clauses (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosurea) and (b), (ii) to permit (or to require that the Company shall give notice to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any Parent of the properties owned, leased fact that it is withholding such information or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, documents and thereafter the Company and Parent shall use their respective commercially reasonable best efforts to obtain cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection), (c) to provide access to or otherwise make available any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant information relating to the use of “clean team” arrangements (on terms reasonably acceptable process conducted by the Company that led to the Company and Parentexecution of this Agreement, as applicableor (d) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or could in the Company, as applicable, without the prior consent judgment of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur based on advice of counsel violate any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingLaws. All requests for information made pursuant to this Section 6.7 7.5 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be deemed Evaluation Material and be governed by the terms of the Confidentiality Agreement. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any customer or supplier of the Company in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

Access and Reports. Subject to applicable Law, (a) upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records (including environmental, zoning and FCC License and Other Company License documents and information, and Representatives of the Company and its Subsidiaries who can respond knowledgeably to questions related thereto) and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested requested, and (b) Parent shall as soon as reasonably practicable but in no event later than thirty (and shall cause its Subsidiaries to30) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries days after the date of this Agreement Agreement, make available to Parent online or in physical format substantially all tower files and related Cell Site information (or which were not previously disclosed including substantially all information necessary for Parent to confirm compliance with respect to the Company by Parent or its Representatives and were not known businesses operated by the Company, in each case, as of Company and its Subsidiaries with the date of this AgreementFCC Rules and FAA Rules relating to towers); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties parties, violate any applicable Laws or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the applicable Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable noticerequest, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent and to Parent’s , Merger Sub and/or their respective Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, key employees, properties, offices and other facilities, books, Contracts and records andrecords; provided, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit access to (A) any inspection, inspection or to disclose any information, information that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality confidentiality, (provided that such Party shall have used reasonable best efforts B) any information to obtain the consent disclosure of such third party which would result in the loss of attorney-client privilege, accountant-client privilege or other similar privilege applicable to such inspection documents or disclosure)information, trade secret protection or the protection afforded under the work product doctrine, (iiC) to permit (or to require any information that in the reasonable opinion of the Company would violate any applicable Law or result in a breach of a Contract to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of which the properties owned, leased or operated by it Company or any of its Subsidiaries are bound or (iiiD) any information related to disclose the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any privileged information competing or alternative transactions (including Acquisition Proposals) and the actions of the Company, Parent Company Board (or any committee thereof) with respect to any of their respective Subsidiaries. Notwithstanding anything the foregoing, whether prior to or after execution of this Agreement; provided, that in this 60 Section 6.7 to the contraryevent the restrictions of the foregoing clauses (i)(A) and (B) apply, the Company shall provide Parent (or alternatively one or more of the Parent Entities) with a reasonable description of the general nature of the information not provided and the Company shall, at Parent’s request, reasonably cooperate in good faith to design and implement alternative disclosure arrangements to enable Parent (or alternatively one or more of the Parent Entities) to evaluate any such information, in each case without resulting in any such violation or loss, and (ii) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and Parent shall use their respective its commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant minimize to the use of “clean team” arrangements (on terms extent reasonably acceptable practicable any disruption to the businesses of the Company and Parent, as applicable) pursuant to which outside counsel that may result from any such requests for access. Each of Parent or and the Company, as applicableit deems advisable and necessary, could may reasonably designate as contemplated by the Clean Team NDA or the JDA competitively sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions (including provision of materials to one or more of the Parent Entities or Representatives thereof other than Parent or Merger Sub), and such materials and the information contained therein shall be provided access given only to the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees additional confidentiality or other Representatives of Parent or joint defense agreement between the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementparties.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries Subsidiaries, officers, directors and employees, to) , afford Parent to Parent, Merger Sub and each of their Representatives (including, to the extent requested by Parent’s Representatives , the Financing Parties), reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records andrecords; provided, during such period, that (i) the foregoing shall (and shall cause not require the Company or any of its Subsidiaries toto permit access to (A) furnish promptly to Parent all any inspection or any information concerning that would violate any of its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments obligations with respect to Parent and confidentiality in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) information that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries after are bound as of the date hereof or (D) information related to the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (or which were not previously disclosed access to the information described in this clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the normal business or operations of the Company by Parent or its Representatives Subsidiaries or otherwise result in any undue burden with respect to the prompt and were not known timely discharge by the Company, in each case, as employees of the date Company or its Subsidiaries of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations their normal duties and (iiiii) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the CompanyCompany herein; provided, Parentthat the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or Merger Sub herein(i)(C), including by making appropriate substitute arrangements. Without limiting the foregoing, subject to applicable Law, from and after the date No-Shop Period Start Date to the Effective Time or the earlier termination of this Agreement, upon the reasonable request of Parent and at reasonable times and upon reasonable prior notice, Parent and members of senior management of the Company will hold meetings no less frequently than once every two weeks to discuss post-Closing integration plans and progress in connection with Required Governmental Approvals and any other pre-Closing filings; provided that the members of senior management attending each such meeting shall be selected by the Company in its reasonable discretion and such meetings (including the timing thereof and preparation therefor) shall not unreasonably interfere with the normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties; provided, further, the Parties agree and acknowledge that the foregoing Company’s failure of compliance with the last sentence of this Section 5.6(a) shall not require be taken into account for purposes of determining whether the Company, Parent or any of their respective Subsidiaries (1) conditions referred to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations Article VI shall have been satisfied with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything performance in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection all material respects with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms 5.6(a) except for willful and recurring failures of the Confidentiality Agreementcompliance.

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its the Company Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and the Company Subsidiaries’ officers and its and the Company Subsidiaries’ properties, offices and other facilities and its and the Company Subsidiaries’ books, Contracts contracts, personnel files and records records, and, during such period, the Company shall (and shall cause its the Company Subsidiaries to) furnish promptly to Parent all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed Representatives from time to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Schedule and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1i) to (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentany of the Company Subsidiaries, as applicableor (B) disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) disclose any information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to permit (or to require result in the Company to perform) any Phase II environmental site assessments waiver of the protection of attorney-client, work product or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries legal privilege or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 prior to the contraryEffective Time and except as otherwise required by applicable Law or legal process, provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement. The Company and Parent shall use their respective commercially reasonable efforts cooperate in good faith to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to appropriate substitute arrangements under circumstances in which the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent restrictions of the other Party; provided that neither the Company nor Parent, as applicable, preceding sentence apply. The Confidentiality Agreement shall be required apply with respect to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated furnished by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementhereunder.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvanced notice from Buyer to the Company, (a) the Company shall (afford Buyer’s officers and shall cause its Subsidiaries to) afford Parent and Parent’s other authorized Representatives reasonable accessaccess to the properties, books and records of the Company during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford Closing Date for the Company reasonable access, during normal business hours throughout purpose of facilitating the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as consummation of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Companytransactions contemplated hereby, Parent, or Merger Sub herein, and provided, furtherhowever, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries : (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties trade secrets or violate any of its the obligations of the Company with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (iib) to disclose information or materials protected by attorney client, attorney work product or other legally recognized privileges or immunity from disclosure, (c) to permit (or to require the Company to perform) any Phase II environmental site assessments sampling, testing or other intrusive environmental sampling or subsurface investigationsinvestigations of any property, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iiid) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this 60 Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable could cause competitive harm to the Company and Parent, as applicableif the transactions contemplated hereby are not consummated or (e) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach could cause material disruption to the business of the Company. In addition, in no event shall Buyer have access, at any Contract time prior to the Closing, to any information regarding pending or applicable Law proposed bids for new Contracts or otherwise jeopardize any privilege related information where Buyer or protection in connection with the foregoingan Affiliate of Buyer also has submitted or intends to submit a bid for such Contract. All requests for information made pursuant to this Section 6.7 6.1 shall be directed to the general counsel or other Person designated by the Company or Parentin a notice given to Buyer (the “Company Designee”), as applicable. All and all such information shall be governed by the terms of Section 6.4 and the Confidentiality Agreement, dated October 16, 2015, as amended, between Xxxxxxxx Xxxxx Capital, Inc., on behalf of the Company, and DSW Inc. (the “Confidentiality Agreement”). Upon reasonable advance notice from Buyer to the Company Designee, the Company shall afford Buyer’s officers and other authorized representatives reasonable access to the employees, customers, clients, distributors, vendors, lessors, lenders or other business relations of the Company; provided, however that a Company representative designated by the Shareholder Representative shall have the right to be present at all times during such access.

Access and Reports. Subject to applicable Law (including any applicable privacy and data security Law), upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, (a) the Company shall (and shall cause its Subsidiaries to) (a) upon reasonable prior written notice, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, Contracts contracts and records andrecords, during such period, shall (and shall cause its Subsidiaries tob) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent, and (bc) use its reasonable best efforts to, within 20 days after the end of each month following the date hereof, furnish to Parent shall (and shall cause its Subsidiaries to) afford an unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Subsidiaries; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything its Subsidiaries (it being agreed that, in this 60 Section 6.7 to the contraryevent that the restrictions of clauses (i) or (ii) apply, that the Company shall provide Parent with a reasonably detailed description of the information not provided and the Company and Parent shall use their respective commercially reasonable efforts cooperate in good faith to obtain any consents of third parties that are necessary design and implement alternative disclosure arrangements to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts enable Parent to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to evaluate any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees without violating the applicable privilege or other Representatives of Parent or breaching the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required ’s obligation to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingthird party). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel General Counsel of the Company or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.