Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreement.

Access and Reports. Subject (a) The Company shall afford to applicable Law, upon reasonable notice, the Company Parent and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, access during normal business hours hours, throughout the period from the date hereof through prior to the earlier of the Termination Date Effective Time and the Effective TimeTermination Date, to its and its Subsidiaries’ officers, employees, properties, bookscontracts, contracts commitments, books and records andand any report, during such periodschedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall furnish Parent with financial, operating and other data and information as Parent, through its respective officers, employees or other authorized Representatives may from time to time reasonably request in writing. (b) Notwithstanding the foregoing, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish not be required to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation afford access pursuant to this Section 6.4 shall (a7.05(a) if such access would unreasonably interfere with disrupt the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if or would cause a violation of any agreement to which the Company or such Subsidiary any of its Subsidiaries is a party, nor shall have used reasonable best efforts Parent, any of its Representatives or the Financing Sources be permitted to furnish perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company or any of its Subsidiaries. (c) This Section 7.05 shall not require the Company or its Subsidiaries to permit any access, or to disclose any information that, in the reasonable, good faith judgment (after consultation with counsel) of the Company, is likely to result in any violation of any Law or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s reasonable, good faith judgment (after consultation with counsel) adversely affect in any material respect the Company’s position in any pending litigation; provided, that , the parties hereto shall cooperate in seeking to find a manner that does way to allow disclosure of such information to the extent doing so (i) would not (in the good faith belief of the Company (after consultation with counsel)) be reasonably likely to result in the loss violation of any such Law or be likely to cause such privilege to be undermined with respect to such information or (iiiii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall could reasonably (in the good faith belief of the Company (after consultation with counsel)) be governed by managed through the Confidentiality Agreementuse of customary “clean-room” arrangements.

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 from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as 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 requestsrequested 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, 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 6.4 6.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company Company, Parent or any of its their respective Subsidiaries (1) to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Parent, as applicable, would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or (provided that such Subsidiary Party shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure), (ii) to 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 Company, Parent or any of its Subsidiaries if their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company or such Subsidiary and Parent shall have used use their respective commercially reasonable best efforts to furnish 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 in a manner 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 does not result in neither the loss of such 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 (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentprotection in connection with the foregoing. All requests for information requested made pursuant to this Section 6.4 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, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its Subsidiaries (other than to, afford the Oncor Entities) to) afford Parent’s officers and other Representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, contracts and records and, during such period, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish to Parent all such information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to the extent reasonably necessary to effect the Purchase Transactions; provided that, that no investigation pursuant to this Section 6.4 6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries Oncor Entity to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosuredisclosure or violation, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries Oncor Entities if the Company or such Subsidiary 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 or (including, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentassessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information requested made pursuant to this Section 6.4 6 shall be directed to the 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 and solely for the purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, the Company and EFIH Parent each shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parentthe other’s officers and other Representatives reasonable access, during normal business hours throughout the period from prior to the date hereof through the earlier of the Termination Date and the Merger 1 Effective Time, to its employees, properties, books, contracts books and records and, during such period, the Company and EFIH each shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent the other all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 5.8 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company Company, Parent or the Merger Subs herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company confidentiality, or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) to disclose any legally privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 5.8 shall be directed to the executive officer or other Person designated by the Company or Parent, as the case may be. Notwithstanding the foregoing, such access may be limited by the parties and their respective Subsidiaries to remote, electronic access in response to COVID-19 to protect the health and safety of the such party and its Subsidiaries’ managers, officers, directors, partners, members, equityholders, employees, advisors, consultants, agents or other representatives, or customers, lessors, suppliers, vendors or other commercial partners. All such information shall be governed by the terms of the Confidentiality Agreement, and Parent and the Company shall cause their respective Representatives to comply with the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and solely for the purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and 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 and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent the other all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested, including, if legally permitted, access to records pertaining to any examinations of the Company or its Subsidiaries conducted within the past three years by the Consumer Financial Protection Bureau or any state regulatory agency; provided thatprovided, that no investigation pursuant to this Section 6.4 5.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company Company, Parent or Merger Sub herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureconfidentiality, (ii) to disclose any legally privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit to disclose any invasive environmental investigation or samplinginformation reasonably pertinent to any Action between the Company and its Affiliates, including a Phase II environmental assessmenton the one hand, and Parent and its Affiliates, on the other hand. All requests for information requested made pursuant to this Section 6.4 5.6 shall be directed to the executive officer or other Person designated for such purpose by the Company. 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. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided that, no be requested. All requests for information made pursuant to this Section 6.6 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 Agreements. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 6.6 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing . (b) This Section 6.6 shall not require the Company or any of its Subsidiaries to (i) permit any inspectionaccess, or to disclose (i) any informationinformation that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (iii) any information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure; provided that, in the case of clause (iii), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) disclose any privileged information would not (in the good faith belief of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts (after consultation with counsel, which may be in-house counsel)) be reasonably likely to furnish such information in a manner that does not result in the loss violation of any such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (iiiB) permit any invasive environmental investigation or samplingcould reasonably (in the good faith belief of the Company (after consultation with counsel, including a Phase II environmental assessment. All which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. (c) The information requested provided pursuant to this Section 6.4 6.6 shall be governed by used solely for the purpose of the Merger and the other transactions contemplated hereby (including the Carveout Transaction), and such information shall be kept confidential in accordance with the terms and conditions of, the Confidentiality AgreementAgreements.

Access and Reports. Subject For the period beginning on the date of this Agreement and ending on the earlier of (a) the Effective Time and (b) the termination of this Agreement in accordance with its terms, subject to applicable Law, upon reasonable notice, the Company and EFIH shall will (and each shall will cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employees, properties, books, contracts Contracts and records (including, for the avoidance of doubt, such items that are reasonably necessary, proper and appropriate to assist Parent in its review of the draft Proxy Statement) and, during such period, the Company and EFIH shall will (and each shall will cause its Subsidiaries (other than the Oncor Entities) to) furnish reasonably promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatprovided, that no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) 6.7 will affect or be deemed to modify any representation or warranty made by the Company herein, and ; provided, further, that the foregoing shall will not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Company, after consultation with outside legal counsel, would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) disclose take any privileged action that would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iii) to take any action that would give rise to a material risk of a competitor of the Company or any of its Subsidiaries if receiving information that is competitively sensitive; provided, however, that in such instances such party shall inform the Company other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or such Subsidiary shall have used reasonable best efforts to furnish such information in part, in a manner that does would not result in any of the loss of such privilege or outcomes described in the foregoing clauses (i) through (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment). All such information requested pursuant to this Section 6.4 shall will be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, 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 (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 such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company Company, Parent, Merger Sub 1 or Merger Sub 2 herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to permit any intrusive environmental 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 or any of its Subsidiaries if Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company or such Subsidiary shall have used use reasonable best efforts to furnish obtain any consents of third parties that are necessary to permit such information in a manner that does not result in the loss of access or make such privilege disclosure and shall otherwise use reasonable best efforts to permit such access or (iii) permit any invasive environmental investigation or samplingdisclosure, including a Phase II environmental assessmentpursuant to the use of “clean team” arrangements pursuant to which certain Representatives of Parent could be provided access to any such information. All requests for information requested made pursuant to this Section 6.4 6.7 shall be directed to the general counsel or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable 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, each of the Company and EFIH Parent shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives of the other Party reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its their respective employees, properties, books, contracts and records and, during such period, each of the Company and EFIH Parent shall (and each shall cause its Subsidiaries (furnish promptly to the other than the Oncor Entities) to) furnish to Parent Party all such information concerning its their respective business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 7.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company or Parent, as applicable, herein, ; and provided, further, that (a) the foregoing shall not require the Company or any of its Subsidiaries to Parent (i) to permit any inspection, or to disclose any information, that in the its reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary Parent, as applicable, shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any Parent, as applicable, it being agreed that, in the case of its Subsidiaries if each of clauses (i) and (ii), the Company or Parent, as applicable, shall give notice to the other Party of the fact that it is withholding such Subsidiary information or documents and thereafter the Company and Parent shall have used use their respective reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in reasonably be expected to violate such restriction or waive the loss of such applicable privilege or protection and (iiib) permit such access may be limited to the extent that the Company or 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 invasive environmental investigation employee of the Company or samplingParent, including a Phase II environmental assessmentas applicable. All such information requested provided pursuant to this Section 6.4 7.7 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) Subsidiary to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, assets, books, contracts Contracts, Tax Returns, and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) Subsidiary to) furnish promptly to Parent all such information concerning its business, properties, facilitiesfinances, operations operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as Parent may reasonably requests; provided that, no be requested. All requests for information made pursuant to this Section 5.5 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 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 5.5 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date hereof shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. (b) This Section 5.5 shall not require the Company or any of its Subsidiaries Subsidiary to (i) permit any inspectionaccess, or to disclose (i) any informationinformation that, that in the reasonable reasonable, good faith judgment (after consultation with outside counsel) of the Company, would reasonably be expected to result in any violation of any Law or any Contract to which the Company or such its Subsidiary is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations be entitled to assert to be undermined with respect to confidentiality if such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with outside counsel) could be, future litigation or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of if the Company or any of its Subsidiaries if Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company or such Subsidiary shall have used reasonable best efforts (after consultation with outside counsel)) reasonably be expected to furnish such information in a manner that does not result in the loss violation of any such Law or Contract or reasonably be expected to cause such privilege to be undermined with respect to such information or (iiiB) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All could reasonably (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. (c) The information requested provided pursuant to this Section 6.4 5.5 shall be governed used solely for the purpose of the Transactions, and such information shall be kept confidential by Parent and Merger Sub in accordance with, and shall otherwise be subject to the terms and conditions 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, each of the Company and EFIH Parent shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives of the other Party reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its their respective employees, properties, books, contracts and records and, during such period, each of the Company and EFIH Parent shall (and each shall cause its Subsidiaries (furnish promptly to the other than the Oncor Entities) to) furnish to Parent Party all such information concerning its their respective business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 7.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company or Parent, as applicable, herein, ; and provided, further, that (a) the foregoing shall not require the Company or any of its Subsidiaries to Parent (i) to permit any inspection, or to disclose any information, that in the its reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary Parent, as applicable, shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any Parent, as applicable, it being agreed that, in the case of its Subsidiaries if each of clauses (i) and (ii), the Company or Parent, as applicable, shall give notice to the other Party of the fact that it is withholding such Subsidiary information or documents and thereafter the Company and Parent shall have used use their respective reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in reasonably be expected to violate such restriction or waive the loss of such applicable privilege or protection and (iiib) permit such access may be limited to the extent that the Company or 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 invasive environmental investigation employee of the Company or samplingParent, including a Phase II environmental assessmentas applicable. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, each of the Company and EFIH shall (shall, and each shall cause its Subsidiaries (other than the Oncor Entities, subject to Section 6.23) to) to afford Parent’s the officers and other Representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective TimeFirst Closing Date, to its employees, properties, books, contracts and records and, during such period, each of the Company and EFIH shall (shall, and each shall cause its Subsidiaries (other than the Oncor Entities, subject to Section 6.23) to) to furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; , provided that, that no investigation pursuant to this Section 6.4 shall (ai) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (bii) affect or be deemed to modify any representation or warranty made by the Company or any condition to the obligations of the Purchasers contained herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (ia) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosuredisclosure or violation, including obtaining the consent of such third party to such inspection or disclosure, ; or (iib) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentprivilege. All requests for information requested made pursuant to this Section 6.4 shall be directed to Evercore Group L.L.C. or the individuals 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 Law, upon Upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives “Recipient’s Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested (other than any such matters that relate to the negotiation and execution of this Agreement, or to any Acquisition Proposals, such matters being governed by Section 6.2); provided thatthat such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and herein or otherwise limit or affect the remedies available to Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries if or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company or such Subsidiary parties shall have used use their reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in such jeopardy or contravention). All requests for information made pursuant to this Section 6.4 shall be directed to the loss of such privilege executive officer or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentother Person designated by the Company. All information requested obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject (a) The Company will afford to applicable Law, upon reasonable notice, the Company Parent and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, access during normal business hours throughout the period from the date hereof hours, through the earlier of the Termination Date and the Effective Time, to its and its Subsidiaries’ officers, employees, properties, booksContracts, contracts books and records andand any report, during such periodschedule or other document filed or received by it pursuant to the requirements of applicable Laws and will furnish Parent with financial, operating and other data and information as Parent, through its respective officers, employees or other authorized Representatives may from time to time reasonably request in writing. (b) Notwithstanding the foregoing, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish will not be required to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation afford access pursuant to this Section 6.4 shall (a6.4(a) if such access would unreasonably interfere with disrupt the ongoing operations of the Company or any of its Subsidiaries or (b) affect or be deemed Subsidiaries, would cause a violation of any confidentiality agreement to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require which the Company or any of its Subsidiaries to is a party as of the date hereof (i) permit any inspection, or to disclose any information, that in the reasonable judgment of which the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations Subsidiaries becomes a party after the date hereof in the Ordinary Course) or would violate any policy of the Company implemented to protect health and safety in light of COVID-19, nor will Parent or any of its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information property of the Company or any of its Subsidiaries if Subsidiaries. (c) This Section 6.4 will not require the Company or its Subsidiaries to permit any access, or to disclose any information that the Company determines is likely to result in any violation of any Law or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such Subsidiary shall have used reasonable best efforts information; provided that the parties hereto will cooperate in seeking to furnish find a way to allow disclosure of such information in a manner that does to the extent doing so would not be reasonably likely to result in the loss violation of any such Law or be likely to cause such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementundermined with respect to such information.

Access and Reports. Subject (a) From the date of this Agreement to applicable Lawthe Effective Time, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than and their Representatives to, afford the Oncor Entities) to) afford Parent’s officers and other Representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timeconsistent with applicable Law, at all reasonable times to its employeesRepresentatives, properties, booksoffices, contracts and other facilities and to all books and records andand shall furnish Parent with all financial, during such periodoperating and other data and information as Parent, the Company and EFIH shall through its Representatives, may from time to time reasonably request (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, that no investigation pursuant to this Section 6.4 6.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein). Notwithstanding the foregoing, (i) the right of Parent and Merger Sub pursuant to this Section 6.7 shall be of no force and effect to the extent that Parent and Merger Sub (or either of them) is in material breach of any covenant or agreement hereunder, and provided, further, that (ii) any such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the foregoing shall not require business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to (i) permit any inspection, provide access to or to disclose any information, that in information (x) where such access or disclosure would jeopardize the reasonable judgment attorney-client privilege of the Company or such Subsidiary would result in its Subsidiaries or contravene any Law (it being agreed that the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used use their reasonable best efforts efforts, to furnish the extent applicable, to cause such information to be provided in a manner that does would not result in any such disclosure, including obtaining the consent of such third party to such inspection jeopardy or disclosurecontravention), (iiy) disclose which it is required to keep confidential by reason of contract or (z) which, in the reasonable opinion of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall have the right to conduct any privileged information environmental sampling or testing at any of the properties of the Company or any of its Subsidiaries. (b) Parent will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries if furnished to Parent and its Representatives in connection with the Company or such Subsidiary shall have used reasonable best efforts to furnish such information transactions contemplated by this Agreement in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by accordance with the Confidentiality Agreement. So long as this Agreement is in effect, neither party will give any notice of termination under the Confidentiality Agreement, provided that paragraph 11 of the Confidentiality Agreement shall terminate on the first (1st) anniversary of this Agreement.

Access and Reports. Subject to applicable Law, upon reasonable prior written notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through and though the earlier of the Termination Date termination of this Agreement and the Effective Time, to its employees, properties, facilities, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent may reasonably requests; be requested, including without limitation, to facilitate the preparation of the Environmental Report by the Environmental Consultant, provided that, that no investigation pursuant to this Section 6.4 7.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify or supplement any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (a) to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used its reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, disclosure or (iib) to disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege 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 (iiiB) permit any invasive environmental investigation contacts with or samplinginquiries to any Governmental Entity. The Company shall use best efforts to immediately assist Parent and Environmental Consultant in obtaining publicly available information from any federal, including a Phase II environmental assessmentstate or local regulatory agency, as requested by Parent or Environmental Consultant. All requests for information requested made pursuant to this Section 6.4 7.6 shall be directed to a Person designated by the Company. All such information shall be governed by the Confidentiality terms of Section 7.19. Notwithstanding the 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. (a) Subject to applicable Law, upon reasonable noticeadvance written notice from Buyer to Griffon, the Company Griffon shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) Purchased Companies to) , afford ParentBuyer’s officers and other authorized Representatives (subject to entry into customary access and indemnification letters) reasonable accessaccess to the properties, Books and Records and Contracts of the Purchased Companies during normal business hours throughout the period from the date hereof through until the earlier to occur of the Termination Closing Date and the Effective Time, to its employees, properties, books, contracts and records termination of this Agreement in accordance with Article X and, during such period, the Company Griffon shall and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish Purchased Companies to Parent make available to Buyer all such information concerning its businessthe operations, properties, facilities, operations properties and personnel of the Purchased Companies as Parent Buyer may reasonably requestsrequest; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require Griffon or the Company or any of its Subsidiaries Purchased 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, (ii) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Griffon would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureconfidentiality, (iiiii) disclose any privileged information of the Company Purchased Companies or any of their respective Affiliates, (iv) permit any environmental sampling or testing, including, but not limited to sampling of soil, soil gas, groundwater, surface water, air or building materials or other intrusive investigations of the Leased Real Property, (v) take any action that would cause material disruption to the business of the Purchased Companies or any of their respective Affiliates or cause competitive harm to the Sellers, the Purchased Companies or their respective Affiliates, (vi) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Closing Date, (vii) provide access to any information to the extent related to the sale process conducted by Griffon or any of its Subsidiaries if Affiliates vis-a-vis any Person other than Buyer, or the Company Sellers’ or any of their Affiliates’ (or their Representatives’) evaluation of the business of the Purchased Companies in connection therewith, (viii) provide access or permit any inspection to the extent the Griffon or any of the Purchased Companies determine that such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in access or inspection would jeopardize the loss health or safety of such privilege any officers, directors, employees, consultants, or other service providers or (iiiix) permit disclose any invasive environmental investigation 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 sampling, including a Phase II environmental assessmentother customary “clean team” basis. All requests for information requested made pursuant to this Section 6.4 5.1 shall be directed to ▇▇▇▇ ▇. ▇▇▇▇▇▇, 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. (b) From and after the Closing until the date that is seven (7) years after the Closing Date, subject to applicable Law, upon reasonable notice from Griffon to Buyer, Buyer shall afford the Sellers and the Sellers’ officers and other authorized Representatives, during normal business hours, reasonable access to the properties, Books and Records and Contracts of the Purchased Companies with respect to periods or occurrences prior to the Closing, and shall make available, and cause the Purchased Companies to make available promptly to such Person all information concerning the operations, properties and personnel of the Purchased Companies as the Sellers may reasonably request for purposes of complying with any applicable Tax, financial reporting or regulatory requirements or any other reasonable business purpose. Unless otherwise consented to in writing by Griffon, Buyer shall not, and shall cause the Purchased Companies not to, for a period of seven (7) years following the Closing, destroy, alter or otherwise dispose of any of the Books and Records and Contracts of the Purchased Companies with respect to any period prior to the Closing Date without first offering to surrender to Griffon such Books and Records and Contracts or any portion thereof which Buyer or Purchased Companies may intend to destroy, alter or dispose of.

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

Access and Reports. (a) Subject to applicable Law and, with respect to any classified or controlled unclassified materials, to the compliance by Parent, Merger Sub and each of their respective Representatives’ with any security clearance requirements and procedures or export controls requirements (to the extent determined necessary or advisable by the Company in order to comply with applicable Law), from and after the date of this Agreement to the Effective Time, upon reasonable notice, the Company shall, and EFIH shall cause each of its Subsidiaries to, (i) afford to Parent, Merger Sub and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives of their respective Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employeespersonnel, offices and other facilities, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish or cause to Parent all be furnished such information concerning its the business, properties, facilitiesassets, operations liabilities and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or and its Subsidiaries as Parent, Merger Sub or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, their respective Representatives may reasonably request; provided that the foregoing shall not require the Company to provide access or any of its Subsidiaries to (i) permit any inspectioninformation if such action would, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or Company, (i) violate any of its Contract or any of its Subsidiaries’ obligations obligation or agreement with respect to confidentiality if or nondisclosure owing to any third-party (including any Governmental Entity) so long as the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclose such information in a manner way that does would not result in the loss of waive such privilege or (iii) permit to the extent such information relates to individual performance or personnel evaluation records, medical histories or other personnel information, subject the Company or any invasive environmental investigation of its Subsidiaries to potential material liability (provided that the parties shall cooperate in seeking a manner of disclosure of such information that would not reasonably be expected to result in potential material liability to the Company or sampling, including a Phase II environmental assessmentany of its Subsidiaries). All information requested Any access to the properties of the Company or any of its Subsidiaries granted pursuant to this Section 6.4 5.6(a) shall be governed subject to the Company’s reasonable security measures and insurance requirements, and shall not include the right to perform any invasive testing. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the Confidentiality transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Action commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Subsidiaries in connection with, arising from or relating to this Agreement or the Merger and the other transactions contemplated hereby (“Transaction Litigation”) and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a breach of this Agreement by such party or the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of the other party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of any party to effect the Merger under this 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, the Company and EFIH shall (and each shall cause its Subsidiaries to) (other than the Oncor Entities) toa) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its employees, properties, assets, books, contracts contracts, Tax Returns, and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish reasonably promptly to Parent all such information concerning its business, properties, facilitiesfinances, operations operations, assets, liabilities, litigation matters, environmental matters, cash-flow reports and personnel as may reasonably be requested and (b) from time to time, provide an updated version of Section 5.2(a) of the Company Disclosure Letter with respect to the number of outstanding Company Options, Company Restricted Stock and Company RSUs, as of the date of request by Parent reasonably requestsor such other date as may be specified by Parent; provided that, that no investigation pursuant to this Section 6.4 7.5 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and herein or 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 or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable good faith judgment of the Company or such Subsidiary (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Subsidiaries if (provided that the Company and Parent will utilize a joint defense agreement or implement such Subsidiary shall have used reasonable best efforts to furnish other techniques if doing so would reasonably permit the disclosure of such information in a manner that does not result in the loss of without jeopardizing such privilege privilege) or (iii) undertake or permit to be undertaken any invasive environmental investigation or samplingsubsurface investigations of any properties or facilities. With respect to each Benefit Plan that is a Multiemployer Plan, including as soon as reasonably practicable after the date of this Agreement, the Company shall (i) deliver or make available to Parent a Phase II environmental assessmentcopy of all material documents received by the Company or any of its Subsidiaries during the twelve (12) month period prior to the date of this Agreement from the sponsor of such Multiemployer Plan (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 or 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, the Company shall deliver to Parent copies of calculations with respect to Section 280G of the Code (whether or not final) with respect to any disqualified individual who is a Band A or Band B executive in connection with the Transactions contemplated by this Agreement. As soon as reasonably practicable after the date of this Agreement, the Company shall deliver or make available to Parent a copy of all (1) material correspondence to or from any Governmental Entity regarding any Benefit Plan received in the last three years relating to any material controversy, audit, amnesty, voluntary compliance, self correction or other material matter and (2) any of the items listed in Section 5.10(b) not delivered or made available to Parent as of the date of the Agreement. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access), during normal business hours throughout the period from the date hereof through to the earlier of the Termination Date Effective Time or the termination of this Agreement in accordance with its terms: (a) afford Parent and the Effective Time, its officers and other authorized Representatives full and complete access to its officers, employees, Representatives, auditors, properties, books, contracts Contracts, audit working papers and records andrecords, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested; (b) provide Parent reasonably requests; and its officers and other authorized Representatives the information and access as set forth in Section 4.5(b) of the Company Disclosure Letter (provided that, no investigation pursuant solely with respect to the information and access contemplated by this Section 6.4 shall clause (a) unreasonably interfere with the ongoing operations of b), if it is not reasonably possible for the Company or its Subsidiaries to provide Parent and its Representatives certain access or (binformation as set forth on Section 4.5(b) affect or be deemed to modify any representation or warranty made by of the Company hereinDisclosure Letter prior to the Closing, such failure shall not be taken into account for purposes of determining whether the condition referred to in clause (c)(iv) of Annex A shall have been satisfied so long as the Company, in consultation with Parent and taking into account Parent’s priorities, uses its reasonable best efforts to provide Parent as much information and access as promptly as reasonably possible and prior to the Closing); and (c) provide Parent and its officers and other authorized Representatives the information and access and otherwise take the actions as set forth in Section 4.5(c) of the Company Disclosure Letter; provided, further, further that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose (A) any privileged information of the Company or any of its Subsidiaries if Subsidiaries, (B) any information that is competitively sensitive or (C) any information that would violate Law; provided, that, in any such case contemplated by clause (ii), the Company or such Subsidiary shall have used use reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementmake reasonable and appropriate substitute disclosure arrangements.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its respective Subsidiaries (other than to, afford the Oncor Entities) to) afford Parent’s officers and other Representatives representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective TimeApproval Period, to its employeesexecutive officers, properties, books, contracts and records and, during such period, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish to Parent all such information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to the extent reasonably necessary to effect the Purchase Transaction; provided that, that no investigation pursuant to this Section 6.4 6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries Oncor Entity to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Oncor Entity would result in the disclosure of any trade secrets or other confidential information of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosuredisclosure or violation, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries Oncor Entities if the Company or such Subsidiary 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 or (including, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentassessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information requested made pursuant to this Section 6.4 6 shall be directed to the individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, customers, suppliers, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided that, no be requested. All requests for information made pursuant to this Section 6.1 shall be directed to the chief executive officer or other persons designated by the chief executive officer of the Company. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 6.1 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date hereof shall affect or be deemed to modify any representation or warranty made by the Company herein. Notwithstanding anything contained in this Agreement to the contrary, and providednone of Parent or its Representatives shall have any right to perform or conduct, furtheror cause to be performed or conducted, that any environmental sampling or testing at, in, on or underneath any of the foregoing Company’s properties without written consent from the Company, which consent shall not be unreasonably withheld. (b) This Section 6.1 shall not require the Company or its Subsidiaries to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege) that the Company or any of its Subsidiaries would be entitled to (i) permit any inspection, or assert to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations be undermined with respect to confidentiality if such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of if the Company or any of its Subsidiaries if Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company or such Subsidiary shall have used reasonable best efforts (after consultation with counsel, which may be in-house counsel)) be reasonably likely to furnish such information in a manner that does not result in the loss violation of any such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (iiiB) permit any invasive environmental investigation or samplingcould reasonably (in the good faith belief of the Company (after consultation with counsel, including a Phase II environmental assessment. All which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. (c) The information requested provided pursuant to this Section 6.4 6.1 shall be governed used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Parent and Merger Sub in accordance with, and Parent and Merger Sub shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement.

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

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, potential sources of capital and any rating agencies and prospective lenders reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and to the Effective TimeTime or the termination of this Agreement in accordance with its terms, to its employeesemployees (including officers), properties, books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) promptly furnish to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested by Parent; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureconfidentiality, (ii) to violate any requirements relating to classified materials or other material whose distribution is restricted by the U.S. government, or (iii) to disclose any privileged information of the Company or any of its Subsidiaries if that would waive the Company or such Subsidiary shall have used reasonable best efforts protection of attorney-client privilege; provided, that, with respect to furnish such information in a manner that does not result in the loss of such privilege or clauses (i), (ii) and (iii) permit any invasive environmental investigation if such information cannot be disclosed pursuant to such clauses, the Company shall disclose as much of such information as is practicable (through redactions, summaries or sampling, including a Phase II environmental assessmentother appropriate means) without violating the applicable restrictions on disclosure of such information or waiving such privilege. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Company Confidentiality Agreement. (b) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party; provided, that the delivery of any notice pursuant to this Section 7.6(b) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance notice to the Company and without any prejudice to Parent’s ordinary course access and information rights existing as of the date of this Agreement, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period commencing from the date hereof through the earlier of the Termination Date this Agreement and until the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may be reasonably requested for any reasonable business purpose (including for purposes of consummating the transactions contemplated hereby, including the Merger, and including any information reasonably requested by Parent reasonably requestsconcerning the Company’s fees and expenses incurred, or expected to be incurred, in connection with the transactions contemplated hereby (including the Merger)); provided thatprovided, no however, that any such access shall be conducted at Parent’s expense, during normal business hours of the Company, to the extent required by the Company, under the supervision of appropriate personnel of the Company and its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. All requests for information made pursuant to this Section 7.6 shall be directed to the executive officer or other Persons designated by the Company. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 7.6 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing . (b) This Section 7.6 shall not require the Company or its Subsidiaries to permit any access, or to disclose any information that, in the reasonable, good faith judgment (after consultation with counsel) of the Company, is likely to result in any violation of any Law, cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information, result in a breach of an agreement to which the Company or any of its Subsidiaries to is a party as of the date hereof (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of which the Company or any of its Subsidiaries if becomes a party after the Company date hereof in the ordinary course of business and which are not related to any Acquisition Proposal) or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss disclosure of Trade Secrets or competitively sensitive information to third parties (other than Parent and its Representatives); provided, that, the parties hereto shall cooperate in seeking to make appropriate substitute arrangements to permit reasonable disclosure of such information to the extent doing so (i) would not (in the good faith belief of the Company (after consultation with counsel)) be likely to result in the violation of any such Law, be likely to cause such privilege to be undermined with respect to such information or be likely to result in such breach or disclosure, or (iiiii) permit could reasonably (in the good faith belief of the Company (after consultation with counsel)) be managed through the use of customary “clean-room” arrangements; provided, further, that the Company will not be required to disclose any invasive environmental investigation materials of the Company, the Company Board or sampling, including a Phase II environmental assessment. All the Special Committee that relate to consideration of the transactions contemplated hereby. (c) The information requested provided pursuant to this Section 6.4 7.6 shall be governed by the terms and conditions of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided thatprovided, that no investigation or provision of information pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein; provided, further, that notwithstanding the investigation or provision of information by any party, no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement; and provided, further, that the foregoing in no event shall not require Parent be permitted to conduct any sampling of soil, sediment, groundwater, surface water, air or building materials at any real property owned or leased by the Company or any of its Subsidiaries prior to (i) permit the Effective Time without the prior written consent of the Company. Nothing in this Section 6.6 shall require the Company to provide any inspectionaccess, or to disclose any information, that in the reasonable judgment of the Company information (i) if providing such access or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclosing such information in a manner that does not result in any such disclosure, would violate applicable Law (including obtaining the consent of such third party to such inspection or disclosure, antitrust and privacy Laws) (ii) disclose any privileged if such information of is protected by attorney-client privilege to the extent such privilege cannot be protected by the Company or any through exercise of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentif such information is required to be kept confidential by reason of Contracts with third parties entered into prior to the date hereof. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement. (b) Prior to the Effective Time, with respect to the information disclosed pursuant to ☒this Section 6.6, Parent shall comply and shall use its reasonable best efforts to cause its Representatives to comply with all of its obligations under the Confidentiality Agreement. In any event, Parent shall be responsible for any breach thereof by its Representatives. (c) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, during the Interim Period upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout and in a manner that minimizes disruption to the period from the date hereof through the earlier business operations of the Termination Date Company and the Effective Timeits Subsidiaries, to its employeesEmployees, properties, assets, books, contracts Contracts, Tax Returns and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilitiesfinances, operations operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as Parent may reasonably requestsbe requested; provided thatprovided, that no investigation pursuant to this Section 6.4 6.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, herein or the conditions to the obligations of the parties hereto under this Agreement; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any of its contractual or any of its Subsidiaries’ legal obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, or (ii) disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.7 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. (b) From and after the Closing for a period of five (5) years, Parent shall cause the Surviving Corporation and its Subsidiaries to, upon reasonable notice, afford the Holder Representative (but not, for the avoidance of doubt, any individual Holders) or its Representatives with reasonable access (for the purpose of examining and copying), during normal business hours and in a manner that minimizes disruption to the business operations of Parent and its Subsidiaries (including the Surviving Corporation), to the books and records of the Company, its Subsidiaries, and any successor entities, with respect to periods prior to the Closing Date, solely for purposes of (i) responding to the request or at the direction of a Governmental Entity or (ii) the preparation of Tax Returns or other documents relating to Tax matters; provided, however, that the Holder Representative will agree in advance to a customary confidentiality agreement with respect to such information; provided, further, that the foregoing shall not require the Surviving Corporation or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in their reasonable judgment (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any contractual or legal obligations with respect to confidentiality if the Company or such Subsidiary they shall have used reasonable best efforts to furnish such information in a manner that does not result in obtain the loss consent of such privilege third party to such inspection or disclosure, or (iiiii) permit disclose any invasive environmental investigation privileged information of the Surviving Corporation or sampling, including a Phase II environmental assessmentany of its Subsidiaries. All information requested pursuant Unless otherwise consented to this Section 6.4 shall be governed in writing by the Confidentiality AgreementHolder Representative, Parent shall not permit the Surviving Corporation, any of its Subsidiaries, or any successor entity thereof, for a period of seven (7) years following the Closing Date, to destroy or otherwise dispose of any books and records of such entities, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior written notice to the Holder Representative.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent or its officers or authorized Representatives all such information (including, for the avoidance of doubt, Tax information) concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided that, no be requested. All requests for information made pursuant to this Section 6.1 shall be directed to the chief executive officer or other persons designated by the chief executive officer of the Company. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 6.1 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date hereof shall affect or be deemed to modify any representation or warranty made by the Company herein. Notwithstanding anything contained in this Agreement to the contrary, and providednone of Parent or its Representatives shall have any right to perform or conduct, furtheror cause to be performed or conducted, that any environmental sampling or testing at, in, on or underneath any of the foregoing Company’s properties. (b) This Section 6.1 shall not require the Company or its Subsidiaries to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to (x) result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party, (y) have an adverse impact on any trade secret, or (z) undermine the work product privilege or attorney-client privilege, as applicable, that the Company or any of its Subsidiaries would be entitled to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureassert, (ii) disclose any privileged information of if the Company or any of its Subsidiaries if Affiliates, on the Company one hand, and Parent or such Subsidiary shall have used reasonable best efforts to furnish such information any of its Affiliates, on the other hand, are adverse parties in a manner litigation, any information that does not result in the loss of such privilege is reasonably pertinent thereto or (iii) permit any invasive environmental investigation pricing or samplingother matters that are highly sensitive or competitive in nature if disclosure thereof could reasonably likely be harmful to the Company or its Subsidiaries in any material respect; provided, including that, in the case of clause (i) or (iii), the parties hereto shall cooperate in seeking to find a Phase II environmental assessment. All way to allow disclosure of such information requested to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or be competitively harmful or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to this Section 6.4 shall which non-employee Representatives of Parent could be governed by the Confidentiality Agreementprovided access to such information.

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

Access and Reports. Subject to applicable 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, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toa) afford to Parent and Parent’s officers and other 's Representatives reasonable access, access during normal business hours throughout the period from the date hereof through the earlier and without disruption of business to all of the Termination Date Company's and the Effective Time, to its employees, propertiesSubsidiaries' properties (including production facilities), books, contracts Contracts, commitments, records and records and47 correspondence (in each case, during such periodwhether 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 EFIH 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 each shall furnish, or cause its Subsidiaries (other than the Oncor Entities) to) , promptly furnish 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 such other information concerning its and its Subsidiaries' business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided thatrequest from time to time. Except for disclosures permitted by the Confidentiality Agreement, no investigation Parent and Parent's Representatives shall hold information received from the Company pursuant to this Section 6.4 shall (a) unreasonably interfere 4.6 in confidence in accordance with the ongoing 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 (b) affect or be deemed to modify otherwise result in any representation or warranty made significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company herein, and provided, further, that the foregoing shall not require the Company or nor any of its Subsidiaries shall be required to (i) permit any inspection, provide access to or to disclose any informationinformation where, that in the reasonable good faith judgment of the Company Company, such access or such Subsidiary would result in the disclosure of is reasonably likely to jeopardize any trade secrets of third parties work product or violate attorney-client privilege or contravene any of its Law or breach any of its Subsidiaries’ obligations with respect Contract to confidentiality if which the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company is a party or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentby which they are bound. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreement4.7.

Access and Reports. (a) Subject to applicable LawLaw and Section 7.1(c), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, (other than the Oncor Entities) toi) afford to Parent’s officers , Merger Sub and other Representatives their Representatives, reasonable access, during normal business hours throughout (in such a manner as not to unreasonably interfere with the period from the date hereof through the earlier normal business or operations of the Termination Date and the Effective TimeCompany or its Subsidiaries), to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records andand (ii) furnish, during such periodas promptly as reasonably practicable, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations assets and personnel as Parent may reasonably requestsrequest; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that (A) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (i1) permit any inspection, inspection or to disclose any information, information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if in effect as of the date hereof, (2) any information that would jeopardize attorney client privilege or other privilege or trade secret protection or the work product doctrine, provided that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or other privilege or protection, (3) information related to the actions of the Company Board with respect to the Transactions and any similar transaction involving the sale of the Company or such Subsidiary shall have used reasonable best efforts a material portion of its assets, or combination of the Company with any other Person, whether prior to furnish such information in a manner that does not result in or after execution of this Agreement or (4) conduct intrusive sampling of any vessel, including its cargo or bunkers, and (B) any such disclosureinvestigation shall be conducted in such manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries. Nothing in this Section 7.5(a) will be construed to require the Company, including obtaining any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 7.5(a) must be directed to the General Counsel of the Company, any other person listed in Section 7.5(a) of the Company Disclosure Schedule or another person designated in writing by the Company. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain Non-Disclosure Agreement, dated as of February 27, 2024, by and between Parent and the Company (the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, subject to the terms of this Agreement, and shall apply to Parent and Merger Sub as if they were direct parties thereto. (c) Parent and the Company will give prompt notice to the other (i) subject to any restrictions under any Regulatory Law, of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such inspection consent would reasonably be expected to be material to the Company, the Surviving Corporation or disclosure, Parent or (ii) disclose of any privileged information Actions commenced or, to the Knowledge of the Company or to the knowledge of Parent (as applicable), threatened in writing against such party or any of its Subsidiaries if Affiliates (or any of their respective directors or officers) in connection with, arising from or relating to this Agreement or the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss transactions contemplated by this Agreement (“Transaction Litigation”). The delivery of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested notice pursuant to this Section 6.4 7.5(c) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable notice, the Company shall, and EFIH shall cause each of its Subsidiaries to, (i) afford to Parent, Merger Sub and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives of their Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish or cause to Parent all be furnished such information concerning its the business, properties, facilitiesContracts, operations assets, liabilities, personnel and personnel other aspects of the Company and its Subsidiaries as Parent Merger Sub or their Representatives may reasonably requestsrequest; provided that, that no investigation pursuant to this Section 6.4 5.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (x) to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if so long as the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (iiy) to disclose any privileged information of the Company or any of its Subsidiaries that would reasonably be expected to waive the protection of attorney-client privilege if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclose such information in a manner way that does would not result waive such privilege. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the loss transactions contemplated by this Agreement or from any Person alleging that the consent of such privilege Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) permit if such party becomes aware of any invasive environmental investigation facts or samplingcircumstances that such party believes do, including or with the passage of time are reasonably likely to, constitute a Phase II environmental assessment. All information requested breach of this Agreement by the other party or the occurrence or non-occurrence, of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided that the delivery of any notice pursuant to this Section 6.4 5.6(b) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

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

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s Parent and Merger Sub and their officers and other authorized Representatives reasonable access, during normal business hours and upon reasonable advance notice throughout the period from prior to the date hereof through the earlier of the Termination Date and the Company Merger Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish as promptly as reasonably practicable to Parent and Merger Sub all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided thatthat all such investigations shall be reasonable in scope, and provided, further, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or such Subsidiary would any of its Subsidiaries or (B) result in the disclosure of any trade secrets of third parties or violate any obligations of its the Company or any of its Subsidiaries’ obligations Subsidiaries with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information the disclosure of which would violate applicable Law, (iii) to disclose any information that is subject to the 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 has used commercially reasonable efforts to obtain permission or consent of such third party to such disclosure) or (iv) to disclose any information subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of loss of privilege of the Company or any of its Subsidiaries if (provided that, in each case, the Company or such Subsidiary shall have used use commercially reasonable best efforts to furnish develop an alternative to providing such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentreasonably acceptable to Parent). All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its respective Subsidiaries (other than to, afford the Oncor Entities) to) afford Parent’s officers and other Representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, contracts and records and, during such period, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish to Parent all such information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to the extent reasonably necessary to effect the Purchase Transaction; provided that, that no investigation pursuant to this Section 6.4 6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries Oncor Entity to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosuredisclosure or violation, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries Oncor Entities if the Company or such Subsidiary 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 or (including, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentassessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information requested made pursuant to this Section 6.4 6 shall be directed to the 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 noticeadvance notice from the Controlling Shareholder, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parentthe Controlling Shareholder’s officers and other authorized Representatives reasonable accessaccess (so long as such access does not unreasonably interfere with the operations of the Company or its Subsidiaries), during normal business hours throughout the period from the date hereof through prior to the earlier of the Termination Date and Effective Time or the Effective Timetermination of this Agreement in accordance with Article VIII, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish as promptly as reasonably practicable to Parent the Controlling Shareholder and its authorized Representatives all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested. Notwithstanding the foregoing, none of the Controlling Shareholder, Merger Sub or their Representatives shall have access to any books, records, documents or other information to the extent that such books, records, documents or other information is subject to the terms of a confidentiality agreement with a third party (provided thatthat at the request of the Controlling Shareholder, no investigation pursuant the Company shall use its commercially reasonable efforts to this Section 6.4 shall obtain waivers from such third parties), (aii) unreasonably interfere with to the ongoing operations extent that the disclosure of such books, records, documents or other information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or other information is prohibited by applicable Law, (iv) to the extent disclosure of such books, records, documents or other information, as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates), or (v) to the extent the Company determines in good faith that such books, records, documents or other information involves trade secrets of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested provided or made available pursuant to this Section 6.4 6.6 to the parties or their Representatives shall be governed by subject to the confidentiality agreement set forth in Section 6.15 (the “Confidentiality Agreement”). The Controlling Shareholder shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 6.6 by their Representatives.

Access and Reports. (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, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of their Representatives (other than including, to the Oncor Entities) to) afford extent requested by Parent’s officers and other Representatives financing sources), reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records andrecords; provided, during such period, that (i) the foregoing shall not require the Company and EFIH shall (and each shall cause or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date of the Original Agreement, (B) any information that is subject to attorney-client privilege or other than privilege or trade secret protection or the Oncor Entitieswork product doctrine, (C) toinformation that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date of the Original Agreement or (D) furnish information related to Parent all the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board or any committee thereof (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 governed by Section 5.2), (ii) any such information concerning its business, properties, facilities, operations and personnel investigation shall be conducted in such a manner as Parent reasonably requests; provided that, no investigation pursuant not to this Section 6.4 shall (a) unreasonably interfere with the ongoing normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties, (biii) no investigation pursuant to this Section 5.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, herein and (iv) any such access that is onsite or 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 not require the Company or any of use its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in allow for any such disclosure, including obtaining the consent of such third party to such inspection access or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information disclosure in a manner that does not result in the loss 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, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 5.6(a) must be directed to the General Counsel of the Company, any other person listed in Section 5.6(a) of the Company Disclosure Schedule or another person designated in writing by the Company. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated February 16, 2021, between H▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ Advisors LLC and the Company (as further amended or otherwise modified from time to time, the “Confidentiality Agreement”) as if all such documents and information were Evaluation Material (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, subject to the terms of this Agreement, and shall apply to Parent and Merger Sub as if they were direct parties thereto. (c) Parent and the Company will give prompt notice to the other (i) subject to any restrictions under any Regulatory Law, of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such privilege Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) permit if such party becomes aware of the occurrence or non-occurrence of any invasive environmental investigation event that, individually or samplingin the aggregate, including a Phase II environmental assessmentwould reasonably be expected to cause any condition to the obligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied. All information requested The Company shall give prompt notice to Parent regarding any product corrective actions involving the CPSC. The delivery of any notice pursuant to this Section 6.4 5.6(c) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

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

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of their Representatives (other than including, to the Oncor Entities) to) afford extent requested by Parent’s officers and other Representatives , the Lenders), reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records andrecords; provided, during such period, that (i) the foregoing shall not require the Company and EFIH shall (and each shall cause or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other than privilege or trade secret protection or the Oncor Entitieswork product doctrine, (C) toinformation that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) furnish information related to Parent all the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (access to the information described in this clause (D) shall be governed by Section 5.2), (ii) any such information concerning its business, properties, facilities, operations and personnel investigation shall be conducted in such a manner as Parent reasonably requests; provided that, no investigation pursuant not to this Section 6.4 shall (a) unreasonably interfere with the ongoing normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (biii) no investigation pursuant to this Section 5.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and ; provided, further, that the foregoing Company shall not require the Company or any of use its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in allow for any such disclosure, including obtaining the consent of such third party to such inspection access or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information disclosure in a manner that does not result in the loss effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated February 6, 2019, between Parent and the Company (as amended or otherwise modified from time to time, the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, subject to the terms of this Agreement, and shall apply to Parent and Merger Sub as if they were direct parties thereto. (c) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such privilege Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) permit if such party becomes aware of the occurrence or non-occurrence of any invasive environmental investigation event that, individually or samplingin the aggregate, including a Phase II environmental assessment. All information requested would reasonably be expected to cause any condition to the obligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided, that the delivery of any notice pursuant to this Section 6.4 5.6(c) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s Sponsor and 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 from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish as promptly as reasonably practicable to Parent Sponsor and Merger Sub all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or such Subsidiary would any of its Subsidiaries or (B) result in the disclosure of any trade secrets of third parties or violate any obligations of its the Company or any of its Subsidiaries’ obligations Subsidiaries with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if (provided that, in each case, the Company or such Subsidiary shall have used use commercially reasonable best efforts to furnish develop an alternative to providing such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentreasonably acceptable to Sponsor). All requests for information requested made pursuant to this Section 6.4 6.7 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. 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. Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives 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 from the date hereof and through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used commercially reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentprivilege. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. 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 notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested (including for purposes of determining whether the Company or any Subsidiary has undergone any ownership change under the Section 382 of the Code prior to the Effective Time or determining the applicability of Sections 280G and 4999 of the Code), provided that, that no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Subsidiaries if Subsidiaries. As soon as reasonably practicable after the date of this Agreement, the Company or such Subsidiary shall have used deliver to Parent copies of calculations with respect to Section 280G of the Code with respect to any disqualified individuals in connection with the transactions contemplated by this Agreement. At the request of Parent and subject to applicable Law, the Company shall use its reasonable best efforts to furnish such information arrange prompt access for Parent’s officers and authorized Representatives to the counterparties to the Material Contracts listed in a manner that does not result in Section 6.4 of the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentCompany Disclosure Letter. All requests for information requested made pursuant to this Section 6.4 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvance notice from Buyer to Seller, the Company and EFIH Seller shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford ParentBuyer’s officers and other authorized Representatives (in each case provided that such Person will be bound by the Confidentiality Agreement and Buyer has agreed to be responsible to Seller for any breach thereof by such Person) reasonable accessaccess to the properties, books and records of Seller during normal business hours at the offices of Seller or via teleconference or virtual data room, and shall instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business, throughout the period from prior to the date hereof through Closing Date for the earlier purpose of facilitating the consummation of the Termination Date and the Effective Timetransactions contemplated hereby, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, furtherhowever, that the foregoing shall not require the Company or any of its Subsidiaries Seller (a) to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Seller would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company confidentiality, (b) to disclose information or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosurematerials protected by attorney client, including obtaining the consent of such third party to such inspection attorney work product or other legally recognized privileges or immunity from disclosure, (iic) disclose to permit any privileged environmental sampling, testing or other intrusive investigations of any property, or (d) to take any action that could cause material disruption to the business of Seller. In addition, in no event shall Buyer have access, at any time prior to the Closing, to any information of the Company regarding pending or proposed bids for new Contracts or any related information where Buyer or an Affiliate of its Subsidiaries if the Company Buyer also has submitted or intends to submit a bid for such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentContract. All requests for information requested made pursuant to this Section 6.4 6.1 shall be directed to the Person designated by Seller in a notice given to Buyer (the “Seller Designee”), and all such information shall be governed by the terms of Section 6.4 and the amended and restated confidentiality agreement between Colonnade Securities LLC, on behalf of Seller, and ▇▇▇▇▇▇ Point, LLC, dated May 30, 2024 (the “Confidentiality Agreement.”). In no event shall Buyer speak to any of the employees, customers, clients, distributors, vendors, lessors, lenders or other business relations of Seller without the prior written consent of the Seller Designee. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in the Agreement or Seller’s obligations under ARTICLE 8. Notwithstanding the foregoing, prior to the Closing Date, ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and provide Buyer and its Representatives such reasonable access to employees of

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives authorized representatives (including the Financing Sources) reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided that, no be requested. All requests for information made pursuant to this Section 6.6 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 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 6.6 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing . (b) This Section 6.6 shall not require the Company or any of its Subsidiaries to (i) permit any inspectionaccess, or to disclose (i) any informationinformation that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (iii) any information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure; provided that, in the case of clause (iii), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) disclose any privileged information would not (in the good faith belief of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts (after consultation with counsel, which may be in-house counsel)) be reasonably likely to furnish such information in a manner that does not result in the loss violation of any such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (iiiB) permit any invasive environmental investigation or samplingcould reasonably (in the good faith belief of the Company (after consultation with counsel, including a Phase II environmental assessment. All which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. (c) The information requested provided pursuant to this Section 6.4 6.6 shall be governed by used solely for the purpose of the Merger and the other Transactions, and such information shall be kept confidential in accordance with the terms and conditions of, the Confidentiality Agreement.

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, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toa) afford to Parent and Parent’s officers and other 's Representatives reasonable access, access during normal business hours throughout the period from the date hereof through the earlier and without disruption of business to all of the Termination Date Company's and the Effective Time, to its employees, propertiesSubsidiaries' properties (including production facilities), books, contracts Contracts, commitments, records and records andcorrespondence (in each case, during such periodwhether 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 EFIH 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 each shall furnish, or cause its Subsidiaries (other than the Oncor Entities) to) , promptly furnish 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 such other information concerning its and its Subsidiaries' business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided thatrequest from time to time. Except for disclosures permitted by the Confidentiality Agreement, no investigation Parent and Parent's Representatives shall hold information received from the Company pursuant to this Section 6.4 shall (a) unreasonably interfere 4.6 in confidence in accordance with the ongoing 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 (b) affect or be deemed to modify otherwise result in any representation or warranty made significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company herein, and provided, further, that the foregoing shall not require the Company or nor any of its Subsidiaries shall be required to (i) permit any inspection, provide access to or to disclose any informationinformation where, that in the reasonable good faith judgment of the Company Company, such access or such Subsidiary would result in the disclosure of is reasonably likely to jeopardize any trade secrets of third parties work product or violate attorney-client privilege or contravene any of its Law or breach any of its Subsidiaries’ obligations with respect Contract to confidentiality if which the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company is a party or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementwhich they are bound.

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, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , afford to Parent’s officers and other , Merger Sub and/or their respective Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, key employees, properties, offices and other facilities, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requestsrecords; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that (i) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (iA) permit any inspectioninspection or any information that would violate any of its obligations with respect to confidentiality, (B) any information to the disclosure of which would result in the loss of attorney-client privilege, accountant-client privilege or other similar privilege applicable to disclose any such documents or information, trade secret protection or the protection afforded under the work product doctrine, (C) any information that in the reasonable judgment opinion of the Company would violate any applicable Law or such Subsidiary would result in the disclosure a breach of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect a Contract to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of which the Company or any of its Subsidiaries if are bound 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 (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; provided, that in the event 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 such Subsidiary 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 have used use its commercially reasonable best efforts to furnish minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for access. Each of Parent and the Company, as it deems advisable and necessary, 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 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. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in a manner that does not result confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with (i) the Mutual Nondisclosure Agreement, dated August 10, 2018, among the Company, Parent, Permira Advisers LLC and Spectrum Equity (the “Mutual NDA”), (ii) the Clean Team Confidentiality Agreement, dated August 14, 2018 (the “Clean Team NDA”), among the Company, Parent, Permira Advisers LLC and Spectrum Equity, and (iii) the Joint Defense, Common Interest and Confidentiality Agreement, dated August 23, 2018 (the “JDA”), among Permira Advisers LLC, the Company, Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, Spectrum Equity, Parent, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (together with the Mutual NDA and the Clean Team NDA, the “Confidentiality Agreements”) as if all such documents and information were Evaluation Material (as defined in the loss Mutual NDA), which Confidentiality Agreements shall remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were direct parties thereto. (c) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any Actions commenced against such party or any of its Affiliates or Representatives in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”), (ii) any material written notice from any Person alleging that the approval or consent of such privilege Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or (iii) permit any invasive environmental investigation written notice or sampling, including a Phase II environmental assessment. All information requested pursuant to other communication from any Governmental Entity or securities exchange in connection with the Merger or the other transactions contemplated by this Section 6.4 shall be governed by the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable notice, the Company shall, and EFIH shall cause each of its Subsidiaries to, (i) afford to Parent, Merger Sub and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives of their Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish or cause to Parent all be furnished such information concerning its the business, properties, facilitiesContracts, operations assets, liabilities, personnel and personnel other aspects of the Company and its Subsidiaries as Parent Merger Sub or their Representatives may reasonably requestsrequest; provided that, that (x) no investigation pursuant to this Section 6.4 5.7 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that (y) the foregoing shall not require the Company or any of its Subsidiaries (A) to (i) permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if so long as the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to allow such inspection or disclosure, disclosure or (iiB) to disclose any privileged information of the Company or any of its Subsidiaries that would waive the protection of attorney-client privilege if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclose such information in a manner way that does would not result 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 loss Company Disclosure Letter shall only be available for review at the offices of the Company by Parent, Merger Sub and their Representatives (and financing sources and their Representatives, to the extent they are entitled to access to such information pursuant to Section 5.14) and shall not be removed, copied or duplicated by any such Person. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such privilege Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced or, to such party's knowledge, threatened against, relating to or otherwise affecting such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement ("Transaction Litigation") or (iii) permit if such party becomes aware of any invasive environmental investigation facts or samplingcircumstances that such party believes do, including or with the passage of time are reasonably likely to, constitute a Phase II environmental assessment. All information requested breach of this Agreement by the other party or the occurrence or non-occurrence, of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided that the delivery of any notice pursuant to this Section 6.4 5.7(b) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

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

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, bookscontracts, contracts books and records and, during such period, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish promptly to Parent all such readily available information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsrequest; provided, however, that none of the Company or any of its Subsidiaries shall be required to permit any inspection or other access, or to disclose any information, that in its reasonable judgment would: (a) violate any of its obligations with respect to confidentiality (provided that, no investigation that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the attorney-client privilege or the attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such access to be granted in whole or in part without jeopardizing such protections); (e) violate any Law; or (f) materially interfere with the conduct of its business. All requests for information made pursuant to this Section 6.4 7.6 shall (a) unreasonably interfere with be directed to the ongoing operations executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Company or its Subsidiaries or (b) Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the Company hereinin this Agreement. The Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and provided, further, that the foregoing shall not require the Company other document filed by it or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or during such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested period pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementrequirements of federal or state securities Legal Requirements to the extent that such report, schedule, registration statement or other document is not publicly available on ▇▇▇▇▇.

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, the Company shall, and EFIH shall (and each shall cause its Subsidiaries and its and their respective Representatives to, (other than the Oncor Entitiesi) to) afford Parent’s officers provide to Parent and its counsel, financial advisors, auditors and other authorized Representatives reasonable access, access during normal business hours throughout to the period from the date hereof through the earlier of the Termination Date and the Effective Timeoffices, to its employeesfacilities, properties, booksofficers, contracts employees, agents, books and records and, during such period, of the Company and EFIH shall its Subsidiaries, (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish to Parent all 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 and any Governmental Entity and other information concerning its business, properties, facilities, operations and personnel as Parent or its Representatives may reasonably requests; provided that, no investigation request and (iii) reasonably cooperate with Parent and its Representatives in connection with any inspection or evaluation requested or conducted pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of 6.7, provided that, in each case, the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries be required to (i) permit any inspection, or to disclose any document or information, that would, in the reasonable judgment of the Company 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 such Subsidiary would entered into after the date of this Agreement in compliance with Section 6.1) after consultation with its outside counsel, (B) result in a violation of applicable Law, including any fiduciary duty, (C) after consultation with its outside counsel, waive the protection of any attorney-client privilege or (D) 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 representatives will be permitted to collect or analyze any of its Subsidiaries’ obligations environmental samples or perform any invasive environmental procedure with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information property of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentSubsidiaries. All information requested made available or disclosed pursuant to this Section 6.4 6.7 shall be governed by subject to the terms of the Confidentiality Agreement, dated July 27, 2015, between Parent and the Company (the “Confidentiality Agreement”).

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives authorized Representatives, including financing sources, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records 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 and its Representatives information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested (including providing Parent reasonably requestswith monthly financial reports to the extent available and prepared in the ordinary course); provided that, no that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company. All requests for information made pursuant to this Section 6.6 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 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 6.6 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing . (b) This Section 6.6 shall not require the Company or any of its Subsidiaries to (i) permit any inspectionaccess, or to disclose any informationinformation that, that in the reasonable reasonable, good faith judgment (after consultation with outside counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause attorney-client privilege that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with outside counsel) could be, future litigation; provided, that, the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company or such Subsidiary would (after consultation with outside counsel)) be reasonably likely to result in the disclosure violation of any trade secrets of third parties such Law or violate any of its Contract or any of its Subsidiaries’ obligations be reasonably likely to cause such attorney-client privilege to be undermined with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information or (B) could reasonably (in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information good faith belief of the Company or any (after consultation with outside counsel)) be managed through the use of its Subsidiaries if the Company or customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such Subsidiary shall have used reasonable best efforts to furnish such information. (c) The information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested provided pursuant to this Section 6.4 6.6 shall be governed used solely for the purpose of the Merger and the other transactions contemplated hereby, and such information shall be kept confidential by Parent and Merger Sub in accordance with, and shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, (other than the Oncor Entities) toi) afford to Parent’s officers , Merger Sub and other each of their Representatives (including, to the extent requested by Parent, the Lenders) reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) toii) furnish or cause to Parent all be furnished such information concerning its the business, properties, facilitiesContracts, operations assets, liabilities, personnel and personnel other aspects of the Company and its Subsidiaries as Parent Parent, Merger Sub or their Representatives (including, to the extent requested by Parent, the Lenders) may reasonably requestsrequest; provided thatprovided, that (w) any information concerning Acquisition Proposals, Inquiries or transactions competing with or alternative to the transactions contemplated by this Agreement shall be governed by Section 5.2 and not this Section 5.6, (x) no investigation pursuant to this Section 6.4 5.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing (y) neither this Section 5.6(a) nor any other provisions of this Agreement shall not require the Company or any of its Subsidiaries to permit access to (iA) permit any inspection, inspection or to disclose any information, information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if that are 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 or (C) information that in the reasonable opinion of the Company or such Subsidiary shall have used reasonable best efforts to furnish such information would result in a manner that does not result in any such disclosure, including obtaining the consent material breach of such third party a Contract to such inspection or disclosure, (ii) disclose any privileged information of which the Company or any of its Subsidiaries if are bound as of the date hereof, and (z) 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 such Subsidiary its Subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties; provided, that the Company shall have used use its reasonable best efforts to furnish such information allow for any access or disclosure in a manner that does not result in the loss of such privilege or effects set out in clauses (iii) permit any invasive environmental investigation or samplingA)-(C), including a Phase II environmental assessment. All by making appropriate substitute arrangements. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information requested pursuant concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, Lenders or Affiliates in connection with the transactions contemplated by this Section 6.4 shall be governed by Agreement in accordance with that certain letter agreement, dated May 1, 2017, between Silver Lake Management Company IV, L.L.C. and the Company (the “Confidentiality Agreement”) as if all such documents and information were Evaluation Material (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were parties thereto.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, potential sources of capital and any rating agencies and prospective lenders and investors reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsbe requested; provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Company, would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Subsidiaries that would, in the reasonable judgment of the Company, waive the protection of attorney-client privilege if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclose such information in a manner way that does would not result in the loss of waive such privilege privilege, or (iii) permit to disclose any invasive environmental investigation sensitive or samplingpersonal information that would expose the Company to the risk 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 a Phase II environmental assessmentan unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date as well as any update of its outlook for the quarter or the balance of the fiscal year as it may prepare for management’s internal use. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement; provided, that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders 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. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, access during normal business hours hours, throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may be reasonably requested, and shall provide office space and such access for a reasonable number of Representatives of Parent reasonably requests; provided that, no at the Company’s headquarters and other key facilities for Representatives of Parent who will be designated by Parent to assist in transitional matters. All requests for information made pursuant to this Section 7.06 shall be directed to the executive officer or other Persons designated by the Company. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 7.06 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) In order to facilitate the transition of the Company to ownership by Parent, upon Parent’s request, the parties shall establish a transition planning team of at least six members (the “Transition Team”) comprised of an equal number of representatives of Parent and providedthe Company, furtherwhich shall be responsible for facilitating a planning process to ensure the successful transition of the Company to ownership by Parent. Upon Parent’s request, that subject to applicable Law, the foregoing Transition Team shall be responsible for developing a plan for the transition of the Company to ownership by Parent from and after the Effective Time and shall confer on a regular and continued basis regarding the status of the transition planning process. Upon Parent’s request, the Company shall devote sufficient resources to the Transition Team and share information as necessary to achieve the objectives set forth in this Section 7.06(b), subject to applicable Law. (c) This Section 7.06 shall not require the Company or any of its Subsidiaries to (i) permit any inspectionaccess, or to disclose any informationinformation that, that in the reasonable reasonable, good faith judgment (after consultation with counsel) of the Company, is likely to result in any violation of any Law or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s reasonable, good faith judgment (after consultation with counsel) adversely affect in any material respect the Company’s position in any pending litigation; provided, that, the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (i) would not (in the good faith belief of the Company or such Subsidiary would (after consultation with counsel)) be reasonably likely to result in the disclosure violation of any trade secrets of third parties such Law or violate any of its or any of its Subsidiaries’ obligations be likely to cause such privilege to be undermined with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information could reasonably (in the good faith belief of the Company or any (after consultation with counsel)) be managed through the use of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such customary “clean-room” arrangements. (d) The information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested provided pursuant to this Section 6.4 7.06 shall be governed by the terms and conditions of the Confidentiality AgreementAgreements.

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, the Company and EFIH shall (and each shall cause its the Company Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, 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 and EFIH shall (and each shall cause its the Company Subsidiaries (other than the Oncor Entities) to) furnish to Parent promptly all such information concerning its and the Company Subsidiaries’ business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand its Representatives from time to time; provided thatthat any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Schedule and provided, further, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or such Subsidiary would any of the Company Subsidiaries, or (B) disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureconfidentiality, (ii) disclose any privileged information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to result in the waiver of the protection of attorney‑client, work product or other legal privilege or (iii) prior to the Effective 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 cooperate in good faith to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. The Confidentiality Agreement shall apply with respect to information furnished by the Company hereunder. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any (i) notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent and (ii) action, suit, claim, investigation or proceeding commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Subsidiaries if which relate to the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality AgreementTransactions.

Access and Reports. Subject to applicable Law, upon reasonable advance notice, the Company Seller shall, and EFIH shall (and each shall cause its Subsidiaries (other than each Target Company, General Partner Entity and Sponsored Fund to, afford the Oncor Entities) to) afford ParentBuyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through Execution Date to the earlier of the Termination Closing Date and the Effective Timetermination of this Agreement in accordance with Article VII (Termination), to its employees, officers, service providers, properties, books, contracts and records of such Target Company, General Partner Entity or Sponsored Fund, as applicable, and, during such period, shall furnish promptly to the Company and EFIH shall (and each shall cause its Subsidiaries (other than Buyer all information in the Oncor Entities) to) furnish to Parent all such information possession of Seller concerning its business, properties, facilities, operations properties and personnel as Parent the Buyer may reasonably requestsrequest; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company Seller, such Target Company, such General Partner Entity or any of its Subsidiaries to such Sponsored Fund (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company Seller, such Target Company, such General Partner Entity or such Subsidiary Sponsored Fund, as applicable, would result in the unauthorized disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (if any Law applicable to such Target Company, General Partner Entity or Sponsored Fund requires such Target Company, General Partner Entity or Sponsored Fund to restrict or prohibit access to such information) or (ii) to disclose any privileged information or waive other privileges or protections of such Target Company, General Partner Entity or Sponsored Fund under applicable Law that would violate the terms of any non-disclosure agreement with a third party; provided, that, if the Company Seller, any Target Company, General Partner Entity or Sponsored Fund does not provide or cause to be provided access or information based on clauses (i) and (ii) above, then the Seller, such Target Company, such General Partner Entity or such Subsidiary Sponsored Fund shall have used (x) promptly provide written notice to the Buyer stating it is withholding information in reliance thereon; (y) take reasonable actions or implement arrangements (which could include, depending on the reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to a “clean team” or to outside legal counsel) in order to make information available to the Buyer or to Buyer’s Representatives to the extent reasonably possible; and (z) use reasonable best efforts to furnish provide such information in a manner that does not result in jeopardize such privilege, protection or applicable exceptions to disclosure; and provided, further, that the Buyer and its Representatives shall conduct any such disclosure, including obtaining activities (A) at their sole expense and (B) in such a manner as not to interfere unreasonably with the consent normal business or operations of such third party to such inspection Target Company, General Partner Entity or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentSponsored Fund. All information requested received pursuant to this Section 6.4 4.5 (Access and Reports) 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, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent and the Financing Sources of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent promptly all such information concerning its and its Subsidiaries’ business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand its Representatives and Financing Sources from time to time; provided that, that any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Letter and provided further that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) (A) to permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or such Subsidiary would its Subsidiaries, or (B) to disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureconfidentiality, (ii) to disclose any privileged information of the Company or any of its Subsidiaries if that would, in the reasonable judgment of the Company, be prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement or (iv) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such Subsidiary shall have used information could in the judgment of the Company based on advice of counsel violate Applicable Law. The parties will use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall have the right to conduct any surface or subsurface soil or surface or ground water sampling, monitoring, borings or testing on any properties owned or leased by the Company or any of its Subsidiaries. Without limiting the generality of this Section 6.6, from the date of this Agreement until the Effective Time (or the termination of this Agreement in accordance with its terms), the Company will furnish to Parent promptly after becoming available, monthly financial statements including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date as well as any update of its outlook for the quarter or the balance of the fiscal year, each as it may prepare for management’s internal use. All such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement; provided that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders (including the Financing Sources) and investors during syndication of the Available Financing subject to the execution of customary confidentiality agreements with such Persons regarding such information. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, and (iii) if such party becomes aware of any facts or circumstances that would reasonably be expected to cause any condition set forth in Article 7 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.6(b) shall not cure any breach of, or non-compliance with, any other provision of this Agreement.

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, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of their Representatives (other than including, to the Oncor Entities) to) afford extent requested by Parent’s officers and other Representatives financing sources), reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records andrecords; provided, during such period, that (i) the foregoing shall not require the Company and EFIH shall (and each shall cause or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (B) any information that is subject to attorney-client privilege or other than privilege or trade secret protection or the Oncor Entitieswork product doctrine, (C) toinformation that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) furnish information related to Parent all the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board or any committee thereof (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 governed by Section 5.2), (ii) any such information concerning its business, properties, facilities, operations and personnel investigation shall be conducted in such a manner as Parent reasonably requests; provided that, no investigation pursuant not to this Section 6.4 shall (a) unreasonably interfere with the ongoing normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties, (biii) no investigation pursuant to this Section 5.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, herein and (iv) any such access that is onsite or 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 not require the Company or any of use its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in allow for any such disclosure, including obtaining the consent of such third party to such inspection access or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information disclosure in a manner that does not result in the loss 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, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 5.6(a) must be directed to the General Counsel of the Company, any other person listed in Section 5.6(a) of the Company Disclosure Schedule or another person designated in writing by the Company. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated February 16, 2021, between H▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ Advisors LLC and the Company (as further amended or otherwise modified from time to time, the “Confidentiality Agreement”) as if all such documents and information were Evaluation Material (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, subject to the terms of this Agreement, and shall apply to Parent and Merger Sub as if they were direct parties thereto. (c) Parent and the Company will give prompt notice to the other (i) subject to any restrictions under any Regulatory Law, of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such privilege Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) permit if such party becomes aware of the occurrence or non-occurrence of any invasive environmental investigation event that, individually or samplingin the aggregate, including a Phase II environmental assessmentwould reasonably be expected to cause any condition to the obligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied. All information requested The Company shall give prompt notice to Parent regarding any product corrective actions involving the CPSC. The delivery of any notice pursuant to this Section 6.4 5.6(c) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

Access and Reports. (a) Subject to Applicable Laws then in effect and applicable Lawcontractual restrictions in effect on the date hereof, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, contracts contracts, personnel files and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent promptly all such information concerning its and its Subsidiaries’ business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand its Representatives from time to time; provided that, that any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Letter and provided further that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) (A) to permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or such Subsidiary would its Subsidiaries, or (B) to disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureconfidentiality, (ii) to disclose any privileged information of the Company or any of its Subsidiaries if that would, in the reasonable judgment of the Company, be prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement or (iv) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such Subsidiary shall have used information could in the judgment of the Company based on advice of counsel violate Applicable Law. The parties will use reasonable best efforts to furnish 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 information in a manner that does not result in conditions as the loss Company may reasonably require, neither Parent nor any of such privilege its Representatives shall have the right to conduct any surface or (iii) permit any invasive environmental investigation subsurface soil or surface or ground water sampling, including a Phase II environmental assessmentmonitoring, borings or testing on any properties owned or leased by the Company or any of its Subsidiaries. All Parent agrees that it will not, and will cause its Representatives, not to use any information requested provided pursuant to this Section 6.4 6.6(a) for any competitive or other purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement shall be governed apply with respect to information furnished by the Confidentiality Company hereunder. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any action, suit, claim, investigation or proceeding commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, and (iii) if such party becomes aware of any facts or circumstances that would reasonably be expected to cause any condition set forth in Article 7 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.6(b) shall not cure any breach of, or non-compliance with, any other provision of this Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; provided thatbe requested (provided, however, that such access shall in no case include the right to perform invasive, subsurface or other environmental testing or sampling). All requests for information made pursuant to this Section 5.6 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 Agreements. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 5.6 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) The Company shall, and providedshall cause its Subsidiaries and its and their Representatives to (i) keep all information received (whether prior to or after the date of this Agreement) from Parent, further, Merger Sub and their respective Affiliates and Representatives in connection with the Merger and the other Transactions confidential and (ii) use such information solely for the purpose of implementing the Merger and the other Transactions; provided that the foregoing restrictions in this Section 5.6(b) shall not apply to information that (A) at the time of disclosure is already in the possession of the Company, its Subsidiaries or their respective Affiliates or Representatives; (B) is or becomes generally available to the public; (C) is or becomes available to the Company, its Subsidiaries or their respective Affiliates or Representatives from a source other than the Company, its Subsidiaries or their respective Affiliates or Representatives, provided that such source is not, to the Knowledge of the Company, bound by an obligation of confidentiality to Parent or Merger Sub with respect to such information; (D) is independently developed by the Company, its Subsidiaries or their respective Affiliates or Representatives without reference to, incorporation of, or other use of such information from any source that to the Knowledge of the Company is bound by an obligation of confidentiality to Parent or Merger Sub with respect thereto; or (E) is required or requested by Law or judicial process to be disclosed. The obligations of the Company under this Section 5.6(b) shall survive the termination of this Agreement for a period of two years. (c) This Section 5.6 shall not require the Company or any of its Subsidiaries to (i) permit any inspectionaccess, or to disclose (i) any informationinformation that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (iii) any information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure; provided that, in the case of clause (iii), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) disclose any privileged information would not (in the good faith belief of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts (after consultation with counsel, which may be in-house counsel)) be reasonably likely to furnish such information in a manner that does not result in the loss violation of any such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (iiiB) permit any invasive environmental investigation or samplingcould reasonably (in the good faith belief of the Company (after consultation with counsel, including a Phase II environmental assessment. All which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. (d) The information requested provided pursuant to this Section 6.4 5.6 shall be governed by used solely for the purpose of the Merger and the other Transactions, and such information shall be kept confidential in accordance with the terms and conditions of, the Confidentiality AgreementAgreements; provided, however, that upon prior notice to the Company, Parent, Merger Sub, the Initial Rollover Stockholder and their respective Affiliates shall be permitted to disclose such information and any other information in relation to the Transactions to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Financing Commitments and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing, and to their respective counsel and auditors, so long as such Persons agree to be bound by customary confidentiality undertakings no less stringent than those contained in the Confidentiality Agreements.

Access and Reports. Subject to applicable LawLaw and the Confidentiality Agreement, upon reasonable noticefrom the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company will afford to Parent and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timeupon reasonable advance notice, to its and its Subsidiaries’ officers, employees, properties, booksContracts, contracts books and records andand will furnish Parent with financial, during such periodoperating and other data and information as Parent, the Company and EFIH shall (and each shall cause through its Subsidiaries (respective officers, employees or other than the Oncor Entities) to) furnish authorized Representatives may from time to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent time reasonably requests; provided that, no investigation pursuant to this request in writing. This Section 6.4 shall (a) unreasonably interfere with the ongoing operations of will not require the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspectionaccess, or to disclose any information, information that the Company reasonably determines is likely to (a) result in the reasonable judgment any violation of any applicable Law or any Contract to which the Company or such any Subsidiary thereof is a party, (b) cause any privilege (including any attorney-client privilege) that the Company or its Subsidiaries would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations be entitled to assert to be undermined with respect to confidentiality if such information (provided that the Company or such Subsidiary shall have used reasonable best efforts parties hereto will cooperate to furnish find a way to allow disclosure of such information in a manner that does would not be reasonably be likely to result in the violation of any such disclosureLaw or Contract or be likely to cause such privilege to be undermined with respect to such information, including obtaining entering into such joint defense, data protection or other agreements as may be appropriate under the consent of such third party to such inspection or disclosurecircumstances), (iic) disclose any privileged information be adverse to the interests of the Company or any of its Subsidiaries if in any pending or threatened Proceeding against Parent, Merger Sub or any Subsidiary thereof, or (d) involve documents or information relating to (x) the Company’s interactions with other prospective buyers of the Company that occurred prior to the date of this Agreement, (y) the Company’s evaluation or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in negotiation of this Agreement or the loss of such privilege transactions contemplated hereby, including the Offer and the Merger, or (iiiz) permit any invasive environmental investigation the Company’s analysis, valuation, or samplingconsideration of the transactions contemplated hereby, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality AgreementOffer and the Merger.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon reasonable noticereceipt of written notice from Buyer of any such activities no less than two Business Days in advance, the Company and EFIH Sellers shall (and each shall cause its their Subsidiaries (other than the Oncor Entities) to) afford ParentBuyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from until the date hereof through that is five Business Days prior to the earlier of the Termination Date and the Effective Timescheduled Closing Date, to its employees, properties, books, contracts Contracts and records Records, and, during such period, Sellers shall furnish promptly to Buyer all information concerning the Company Oil and EFIH Gas Assets as may reasonably be requested; provided, however, such access shall (not interfere with the ordinary conduct of business or the operation of the Oil and each Gas Assets and at all times during such access, Buyer’s authorized Representatives shall cause its Subsidiaries (other than the Oncor Entities) to) furnish be accompanied by at least one Representative of Sellers. All requests for information made pursuant to Parent all this Section 7.1 shall be submitted in accordance with Section 13.4. All such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 7.1 or by Buyer or its Subsidiaries Representatives at any time prior to or (b) following the date hereof shall affect or be deemed to modify any representation or warranty made by the Company Sellers herein. (b) From and after the execution of this Agreement until the date that is five Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Oil and Gas Assets. During the Company’s regular hours of business and after providing the Company with written notice of any such activities no less than two Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which Seller shall reasonably cooperate with Buyer in securing), Buyer and its authorized Representatives shall be permitted to enter upon the Oil and Gas Assets, inspect the same, review all of Sellers’ files and records (other than those for which any Seller has an attorney-client privilege) relating to the Oil and Gas Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, furtherhowever, that the foregoing such entry shall not require interfere with the ordinary conduct of business or operation of the Oil and Gas Assets and at all times during such entry, Buyer’s authorized Representatives shall be accompanied by at least one Representative of Sellers. No sampling or other invasive inspections of the Oil and Gas Assets may be conducted without the Company’s prior written consent, which shall not be unreasonably withheld. The withholding of consent to sampling or any other invasive inspection by the Company shall be deemed reasonable if (without limitation) the need for such sampling or any of its Subsidiaries invasive testing was not indicated from a visual inspection or, based on the Phrase I Environmental Assessment. Sellers will have the right, which they may exercise at their sole discretion, to (i) permit any inspectionobserve such investigation, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, and (ii) disclose any privileged information promptly receive a copy of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish all results, analyses, reports, and reviews, except for such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentfor which Buyer has an attorney-client privilege. All information requested pursuant to this Section 6.4 obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the terms of the Confidentiality Agreement. (c) This Section 7.1 shall not require Sellers to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, Table of Contents which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which the Company or any other Seller is a party or cause any privilege (including attorney-client privilege) that Sellers would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect Sellers’ position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Company or any other Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (d) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Sellers in accordance with, and Buyer and Sellers shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (e) BUYER SHALL DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS EACH SELLER PARTY FROM AND AGAINST ANY AND ALL LIABILITIES THAT ANY BUYER PARTY MAY ASSERT AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, ARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE OIL AND GAS ASSETS AND ACCESS BY ANY BUYER PARTY TO THE OIL AND GAS ASSETS PRIOR TO THE CLOSING DATE, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF ANY SELLER PARTY.

Access and Reports. (a) Subject to applicable Law, upon reasonable prior written notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and though the Effective Time, to its employees, properties, facilities, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify or supplement any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used its reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentprivilege. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to a Person designated by the Company. 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. (b) In furtherance and not in limitation of the foregoing Section 6.6(a), at any time and from time to time after the date hereof, the Company will allow Parent and its representatives reasonable access to the Derivative Products trading operations of the Company, the Company’s Subsidiaries and the Company Joint Ventures and their respective books and records, and develop appropriate procedures to permit Parent and its approved Representatives (such approval by the Company not to be unreasonably withheld, delayed or conditioned) to monitor the aggregate net positions in the Derivative Products trading portfolio of the Company, the Company Subsidiaries and Company Joint Ventures, subject to the other terms of this Agreement, the terms of the Confidentiality Agreement and applicable Laws. Parent shall have the right to appoint an individual who, in addition to exercising any of the rights granted to Parent pursuant to Section 6.6(a) and the preceding sentence of this Section 6.6(b), shall also have the rights, and be subject to the limitations, set forth on Section 6.6(b) of the Company Disclosure Letter.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of their Representatives (other than including, to the Oncor Entities) to) afford extent requested by Parent’s officers and other Representatives , the Lenders), reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records andrecords; provided, during such period, that (i) the foregoing shall not require the Company and EFIH shall (and each shall cause or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (B) any information that is subject to attorney‑client privilege or other than privilege or trade secret protection or the Oncor Entitieswork product doctrine, (C) toinformation that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) furnish information related to Parent all the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (access to the information described in this clause (D) shall be governed by Section 5.2), (ii) any such information concerning its business, properties, facilities, operations and personnel investigation shall be conducted in such a manner as Parent reasonably requests; provided that, no investigation pursuant not to this Section 6.4 shall (a) unreasonably interfere with the ongoing normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (biii) no investigation pursuant to this Section 5.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and ; provided, further, that the foregoing Company shall not require the Company or any of use its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in allow for any such disclosure, including obtaining the consent of such third party to such inspection access or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information disclosure in a manner that does not result in the loss effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated December 19, 2017, between ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Advisors LLC and the Company (as amended or otherwise modified from time to time, the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were direct parties thereto. (c) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such privilege Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) permit if such party becomes aware of the occurrence or non‑occurrence of any invasive environmental investigation event that, individually or samplingin the aggregate, including a Phase II environmental assessment. All information requested would reasonably be expected to cause any condition to the obligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided, that the delivery of any notice pursuant to this Section 6.4 5.6(c) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of their Representatives (other than including, to the Oncor Entities) to) afford extent requested by Parent’s officers and other Representatives , the Lenders), reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records andrecords; provided, during such period, that (i) the foregoing shall not require the Company and EFIH shall (and each shall cause or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (B) any information that is subject to attorney‑client privilege or other than privilege or trade secret protection or the Oncor Entitieswork product doctrine, (C) toinformation that in the reasonable opinion of the Company would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) furnish information related to Parent all the Company’s sale process, including any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement (access to the information described in this clause (D) shall be governed by Section 5.2), (ii) any such information concerning its business, properties, facilities, operations and personnel investigation shall be conducted in such a manner as Parent reasonably requests; provided that, no investigation pursuant not to this Section 6.4 shall (a) unreasonably interfere with the ongoing normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (biii) no investigation pursuant to this Section 5.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and ; provided, further, that the foregoing Company shall not require the Company or any of use its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in allow for any such disclosure, including obtaining the consent of such third party to such inspection access or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information disclosure in a manner that does not result in the loss effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated December 31, 2018, between ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Advisors LLC and the Company (as amended or otherwise modified from time to time, the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were direct parties thereto. (c) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such privilege Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) permit if such party becomes aware of the occurrence or non‑occurrence of any invasive environmental investigation event that, individually or samplingin the aggregate, including a Phase II environmental assessment. All information requested would reasonably be expected to cause any condition to the obligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided, that the delivery of any notice pursuant to this Section 6.4 5.6(c) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto.

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

Access and Reports. Subject to applicable LawLaws, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records including tax returns and the work papers of the Company’s independent auditors and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if Subsidiaries. Notwithstanding the Company foregoing, for purposes of this Section 6.6, Parent’s officers and other authorized Representatives shall direct all requests for information or such Subsidiary shall have used reasonable best efforts access to furnish such information in a manner that does not result in the loss employees, properties, books, contracts and records including tax returns and work papers of such privilege or (iii) permit any invasive environmental the Company’s independent auditors, inquiries and investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 6.6 to the General Counsel of the Company or other 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 customers 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, unless 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. Subject to applicable LawLaw and applicable contractual restrictions, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the records. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records governed by a confidentiality, non-disclosure or other similar agreement in effect as of its Subsidiaries the date hereof, (b) to (i) permit provide access to or otherwise make available or furnish any inspection, or information if and to disclose any information, 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 such Subsidiary would result other legal privilege or protection (it being agreed that, in the disclosure case of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or such Subsidiary documents and thereafter the Company and Parent shall have used use their respective reasonable best efforts to furnish cause such information to be provided in a manner that does would not result in reasonably be expected to violate such restriction or waive the applicable privilege or protection), (c) to provide access to or otherwise make available any such disclosureinformation relating to the process conducted by the Company that led to the execution of this Agreement, including obtaining or (d) to provide access to or otherwise make available or furnish any information if and to the consent extent that the provision of such third party to such inspection or disclosure, (ii) disclose any privileged information could in the judgment of the Company or based on advice of counsel violate any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentapplicable Laws. All requests for information requested made pursuant to this Section 6.4 7.5 shall be directed to the executive officer or other Person designated by the Company. All such information shall be 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. (a) Subject to applicable Law, upon reasonable noticeadvance notice to the Company, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period commencing from the date hereof through the earlier of the Termination Date this Agreement and until the Effective Time, to its employees, properties, books, contracts Contracts and records records, and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may be reasonably requestsrequested, in each case for any reasonable business purpose; provided thatprovided, no however, that any such access shall be conducted at Parent’s expense, during normal business hours of the Company, to the extent required by the Company, under the supervision of appropriate personnel of the Company and its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. All requests for information made pursuant to this Section 7.6 shall be directed to the executive officer or other Persons designated by the Company. No investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company 7.6 or by Parent or its Subsidiaries Representatives at any time prior to or (b) following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing . (b) This Section 7.6 shall not require the Company or its Subsidiaries to permit any access, or to disclose any information that, in the reasonable, good faith judgment (after consultation with counsel) of the Company, is likely to result in any violation of any Law, cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information, result in a breach of an agreement to which the Company or any of its Subsidiaries to is a party as of the date hereof (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of which the Company or any of its Subsidiaries if becomes a party after the Company date hereof in the ordinary course of business and which are not related to any Acquisition Proposal) or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss disclosure of trade secrets or competitively sensitive information to third parties (other than Parent and its Representatives); provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (i) would not (in the good faith belief of the Company (after consultation with counsel)) be likely to result in the violation of any such Law, be likely to cause such privilege to be undermined with respect to such information or be likely to result in such breach or disclosure, or (iiiii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All could reasonably (in the good faith belief of the Company (after consultation with counsel)) be managed through the use of customary “clean-room” arrangements. (c) The information requested provided pursuant to this Section 6.4 7.6 shall be governed by the terms and conditions of the Confidentiality AgreementAgreement(s).

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary (A) would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (B) would violate any applicable Law; or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s or any Subsidiary’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors, or (iii) damage any property or any portion thereof. (b) Prior to the Effective Time, all information obtained by Parent pursuant to this Section 6.6 or Section 6.14 shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding the foregoing, in connection with a potential investment in Parent or its Affiliates, Blackstone Real Estate Advisor VI L.P. and its Representatives (as defined in the Confidentiality Agreement) may furnish Evaluation Material (as defined in the Confidentiality Agreement) to investors in either Guarantor or their affiliated funds (which investors shall be deemed to constitute Representatives of Blackstone Real Estate Advisor VI L.P. for purposes of the Confidentiality Agreement).

Access and Reports. (a) Subject to applicable LawLaw and Section 6.1(c), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable noticeprior written notice and subject to applicable Laws relating to the exchange of information, the Company shall, and EFIH shall (and each shall cause its the Company Subsidiaries (other than the Oncor Entities) to) , afford to Parent’s officers , Merger Sub and other Representatives their Representatives, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) or furnish as promptly as practicable to Parent all such information concerning its the business, properties, facilitiesContracts, operations assets, liabilities, personnel and personnel as Parent reasonably requests; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations other aspects of the Company and the Company Subsidiaries as Parent or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and Representatives may reasonably request; provided, further, that (i) the foregoing shall not require the Company or any of its the Company Subsidiaries to (i) permit any inspectionaccess, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary (A) would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if in effect as of the date of this Agreement, (B) would result in the loss or waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) would result in a breach of a Contract to which the Company or such Subsidiary any of the Company Subsidiaries are bound as of the date of this Agreement, or (D) is related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board with respect to any of the foregoing, whether prior to or after execution of this Agreement (in each case, other than any information that the Company is required to provide in accordance with Section 6.2(e)); provided, further, that, in the case of the foregoing clause (A), the Company shall have used use commercially reasonable best efforts to furnish provide such information access or disclosure in a manner that does not violate any such obligations with respect to confidentiality, in the case of the foregoing clause (B), 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 result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilege and, in the case of the foregoing clause (C), the Company shall use its commercially reasonable efforts to obtain waivers of any such disclosurerestrictions and (ii) any such access afforded to Parent, including obtaining Merger Sub and their Representatives shall not unreasonably interfere with the normal business and operations of the Company and the Company Subsidiaries. Nothing in this Section 6.5(a) will be construed to require the Company, any Company Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 6.5(a) must be directed to the General Counsel of the Company, any other person listed in Section 6.5(a) of the Company Disclosure Schedule or another person designated in writing by the Company. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and the Company Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the Transactions in accordance with that certain letter agreement regarding Confidential Information and Evaluation Material, dated May 1, 2024, between Aperam S.A. and the Company (the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, subject to the terms of this Agreement, and shall apply to Parent and Merger Sub as if they were direct parties thereto. Notwithstanding any other provision of this Agreement, ▇▇▇▇▇▇ agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 6.5 for any competitive or other purpose unrelated to the consummation of the Transactions. (c) Each Party will give prompt notice to the other Party or Parties, as the case may be, of, subject to any restrictions under any Regulatory Law, any notice or other communication received by such Party from any Governmental Entity in connection with the Transactions or from any Person alleging that the consent of such third party to such inspection Governmental Entity or disclosurePerson is or may be required in connection with the Transactions, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss subject matter of such privilege communication or (iii) permit the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent. The delivery of any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested notice pursuant to this Section 6.4 6.5(c) shall be governed by not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any Party.

Access and Reports. (a) . Subject to applicable Law, upon reasonable notice, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its respective Subsidiaries (other than to, afford the Oncor Entities) to) afford Parent’s officers and other Representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, contracts and records and, during such period, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish to Parent all such information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to the extent reasonably necessary to effect the Purchase Transaction; provided that, that no investigation pursuant to this Section 6.4 6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries Oncor Entity to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosuredisclosure or violation, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries Oncor Entities if the Company or such Subsidiary 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 or (including, if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the Applications to be mutually agreed and executed between the applicable parties), (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentassessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information requested made pursuant to this Section 6.4 6 shall be directed to the 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, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access), during normal business hours throughout the period from the date hereof through to the earlier of the Termination Date Effective Time or the termination of this Agreement in accordance with its terms: (a) afford Parent and the Effective Time, its officers and other authorized Representatives full and complete access to its officers, employees, Representatives, auditors, properties, books, contracts Contracts, audit working papers and records andrecords, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested; (b) provide Parent reasonably requests; and its officers and other authorized Representatives the information and access as set forth in Section ‎4.5(b) of the Company Disclosure Letter (provided that, no investigation pursuant solely with respect to the information and access contemplated by this Section 6.4 shall clause (a) unreasonably interfere with the ongoing operations of b), if it is not reasonably possible for the Company or its Subsidiaries to provide Parent and its Representatives certain access or (binformation as set forth on Section ‎4.5(b) affect or be deemed to modify any representation or warranty made by of the Company hereinDisclosure Letter prior to the Closing, such failure shall not be taken into account for purposes of determining whether the condition referred to in clause (c)(iv) of Annex A shall have been satisfied so long as the Company, in consultation with Parent and taking into account Parent’s priorities, uses its reasonable best efforts to provide Parent as much information and access as promptly as reasonably possible and prior to the Closing); and (c) provide Parent and its officers and other authorized Representatives the information and access and otherwise take the actions as set forth in Section ‎‎4.5(c) of the Company Disclosure Letter; provided, further, further that the foregoing shall not require the Company or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose (A) any privileged information of the Company or any of its Subsidiaries if Subsidiaries, (B) any information that is competitively sensitive or (C) any information that would violate Law; provided, that, in any such case contemplated by clause (ii), the Company or such Subsidiary shall have used use reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementmake reasonable and appropriate substitute disclosure arrangements.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its Subsidiaries (other than to, afford the Oncor Entities) to) afford Parent’s officers and other Representatives of Parent reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, contracts and records and, during such period, the Company each of Oncor Holdings and EFIH shall (Oncor shall, and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish to Parent all such information in its control concerning its business, properties, facilities, operations and personnel as Parent reasonably requests, in each case solely to the extent reasonably necessary to effect the Purchase Transactions; provided that, that no investigation pursuant to this Section 6.4 6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries Oncor Entity to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary Oncor Entity would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary Oncor Entity shall have used commercially reasonable best efforts to furnish such information in a manner that does not result in any such disclosuredisclosure or violation, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries Oncor Entities if the Company or such Subsidiary Oncor Entity shall have used commercially reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or privilege, (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentassessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to transmission development projects, or relates to facilities and infrastructure security procedures. All requests for information requested made pursuant to this Section 6.4 6 shall be directed to ▇▇▇▇▇▇ Buckfire & Co. or the 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. Subject (a) The Company will afford to applicable Law, upon reasonable notice, the Company Parent and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other Representatives reasonable access, access during normal business hours throughout the period from the date hereof hours, through the earlier of the Termination Date and the Effective TimeClosing, to its and its Subsidiaries’ officers, employees, properties, bookscontracts, contracts commitments, books and records andand any report, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (schedule or other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requests; provided that, no investigation document filed or received by it pursuant to this Section 6.4 shall (a) the requirements of applicable Laws and will furnish Parent with financial, operating and other data and information as Parent, through its respective officers, employees or other authorized Representatives may from time to time reasonably request in writing; provided, however, that Parent and its Representatives will conduct any such activities in such a manner as not to unreasonably interfere with the ongoing business or operations of the Company or and its Subsidiaries or Subsidiaries. (b) affect During the Interim Period, Parent will afford to the Company, Seller Representative and their respective Representatives reasonable access during normal business hours, to its and its Subsidiaries’ officers, employees, properties, contracts, commitments, books and records and any report, schedule or be deemed other document filed or received by it pursuant to modify any representation or warranty made by the requirements of applicable Laws and will furnish the Company hereinwith financial, operating and other data and information as the Company, through its respective officers, employees or other authorized Representatives may from time to time reasonably request in writing; provided, furtherhowever, that the foregoing shall Company, Seller Representative and their respective Representatives will conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Parent. (c) This Section ‎5.5 will not require the Company or any of its Subsidiaries Party to (i) permit any inspectionaccess, or to disclose any information that the such Party determines is likely to result in any violation of any Law or cause any privilege (including attorney-client privilege) that such Party would be entitled to assert to be undermined with respect to such information, ; except that the Parties will cooperate in seeking to find a way to allow disclosure of such information to the reasonable judgment of the Company or such Subsidiary extent doing so would not be reasonably likely to result in the disclosure violation of any trade secrets of third parties such Law or violate any of its or any of its Subsidiaries’ obligations be likely to cause such privilege to be undermined with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementinformation.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, potential sources of capital and any rating agencies and prospective lenders and investors reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requests; be requested, provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Subsidiaries that would in the reasonable judgment of the Company waive the protection of attorney-client privilege if the Company or such Subsidiary shall have used reasonable best efforts to furnish disclose such information in a manner way that does would not result in the loss of waive such privilege privilege, or (iii) permit to disclose any invasive environmental investigation sensitive or samplingpersonal information that would expose the Company to the risk 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 a Phase II environmental assessmentan unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date as well as any update of its outlook for the quarter or the balance of the fiscal year as it may prepare for management’s internal use. All such information requested pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement; provided, that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders 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. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a breach of this Agreement by the other party.

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, the Company and EFIH shall (and each shall cause its the Company Subsidiaries (other than the Oncor Entities) to) afford Parent’s to the officers and other authorized Representatives of Parent, reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, 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 and EFIH shall (and each shall cause its the Company Subsidiaries (other than the Oncor Entities) to) furnish to Parent promptly all such information concerning its and the Company Subsidiaries’ business, properties, facilities, operations properties and personnel as may reasonably be requested by Parent reasonably requestsand its Representatives from time to time; provided thatthat any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company Disclosure Schedule and provided, further, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, ; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or such Subsidiary would any of the Company Subsidiaries, or (B) disclose any information that would, in the reasonable judgment of the Company, result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosureconfidentiality, (ii) disclose any privileged information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to result in the waiver of the protection of attorney-client, work product or other legal privilege or (iii) prior to the Effective 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 cooperate in good faith to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. The Confidentiality Agreement shall apply with respect to information furnished by the Company hereunder. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any (i) notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent and (ii) action, suit, claim, investigation or proceeding commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Subsidiaries if which relate to the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by the Confidentiality AgreementTransactions.

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

Access and Reports. Subject to applicable Law, (a) upon reasonable notice, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, books, contracts and records (including environmental, zoning and FCC License and Other Company License documents and information, and Representatives of the Company and its Subsidiaries who can respond knowledgeably to questions related thereto) and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties, facilities, operations properties and personnel as may reasonably be requested, and (b) as soon as reasonably practicable but in no event later than thirty (30) days after the date of this Agreement, make available to Parent reasonably requestsonline or in physical format substantially all tower files and related Cell Site information (including substantially all information necessary for Parent to confirm compliance with respect to the businesses operated by the Company and its Subsidiaries with the FCC Rules and FAA Rules relating to towers); provided that, that no investigation pursuant to this Section 6.4 6.6 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets Trade Secrets of third parties parties, violate any applicable Laws or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessmentSubsidiaries. All requests for information requested made pursuant to this Section 6.4 6.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the applicable Confidentiality Agreement.

Access and Reports. (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, the Company BRE shall, and EFIH shall (and each shall cause its each of the BRE Subsidiaries (other than the Oncor Entities) to) , afford Parent’s officers to BNL, BNL OP and other their respective Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts Contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish to Parent all such information concerning its business, properties, facilities, operations and personnel as Parent reasonably requestsrecords; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that (1) the foregoing shall not require BRE or any of the Company BRE 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, (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 to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect their respective Representatives to confidentiality if prepare any reports, analyses, appraisals, opinions or other information. Any access to the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent properties of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of BRE and its Subsidiaries if will be subject to BRE’s reasonable security measures, policies and insurance requirements. (b) Each of BNL and BNL OP shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning BRE and its Subsidiaries furnished to BNL or BNL OP or their respective Representatives or Affiliates in connection with the Company or such Subsidiary shall have used reasonable best efforts to furnish such information transactions contemplated by this Agreement in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested pursuant to this Section 6.4 shall be governed by accordance with the Confidentiality Agreement, dated as of June 20, 2019, by and between BNL and BRE (the “Confidentiality Agreement”), as if all such documents and information were Proprietary Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall also apply to BNL OP, its Subsidiaries and their and BNL’s Representatives as if they were direct parties thereto.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period from the date hereof through the earlier of the Termination Date and prior to the Effective Time, to its employees, properties, bookscontracts, contracts books and records and, during such period, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) , furnish promptly to Parent all such readily available information concerning its business, properties, facilities, operations properties and personnel as Parent may reasonably requestsrequest; provided, however, that none of the Company or any of its Subsidiaries shall be required to permit any inspection or other access, or to disclose any information, that in its reasonable judgment would: (a) violate any of its obligations with respect to confidentiality (provided that, no investigation that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the attorney-client privilege or the attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such access to be granted in whole or in part without jeopardizing such protections); (e) violate any Law; or (f) materially interfere with the conduct of its business. All requests for information made pursuant to this Section 6.4 7.6 shall (a) unreasonably interfere with be directed to the ongoing operations executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Company or its Subsidiaries or (b) Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the Company hereinin this Agreement. The Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and provided, further, that the foregoing shall not require the Company other document filed by it or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or during such Subsidiary would result in the disclosure of any trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any invasive environmental investigation or sampling, including a Phase II environmental assessment. All information requested period pursuant to this Section 6.4 shall be governed by the Confidentiality Agreementrequirements of federal or state securities Legal Requirements to the extent that such report, schedule, registration statement or other document is not publicly available on E▇▇▇▇.

Access and Reports. Subject From the date of this Agreement until the Closing or earlier termination of this Agreement pursuant to Article VII, subject to applicable Law, upon reasonable advance notice, the Company BR Financial shall, and EFIH shall (and each shall cause Ultimate Parent and its applicable Subsidiaries (other than the Oncor Entities) to) , afford Parent’s officers Buyers and other their authorized Representatives reasonable access, during normal business hours throughout the period from prior to the date hereof through the earlier of the Termination Date and the Effective TimeClosing, to its the employees, offices, facilities, properties, books, contracts Contracts and records of the Businesses and the Great American Entities and, during such period, the Company BR Financial shall, and EFIH shall (and each shall cause Ultimate Parent and its applicable Subsidiaries (other than the Oncor Entities) to) , furnish promptly to Parent Buyers all such information concerning its businessthe Businesses, properties, facilities, operations the Great American Entities and properties and personnel of the Businesses and the Great American Entities as Parent Buyers may reasonably requestsrequest; provided that, that no investigation pursuant to this Section 6.4 5.05 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 representations and warranties of Sellers and the Company herein, set forth in Article II and Article III; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to BR Financial (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or such Subsidiary would result in the disclosure of any competitively sensitive information, trade secrets of BR Financial, Ultimate Parent or its Subsidiaries (excluding Great American Entities) or of third parties or parties, violate any of its or any of its Subsidiaries’ their obligations with respect to confidentiality or if any Law applicable to Sellers or the Company Great American Entities requires any of the Great American Entities to restrict or prohibit access to such Subsidiary information or (ii) to disclose any privileged information of the Great American Entities or any of their respective Affiliates; provided, however, that (y) BR Financial shall have used use its reasonable best efforts to furnish provide such information disclosure to the maximum extent in a manner that does not breach such confidentiality requirement, requirement under Law or result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure, (ii) disclose any privileged information of the Company or any of its Subsidiaries if the Company or such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such legal privilege and (z) if no such alternative means can be found, notwithstanding anything to the contrary in this Section 5.05, in no event shall BR Financial be required to share such information with Buyers. Notwithstanding the foregoing, (A) Buyers and their Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of BR Financial, the Businesses or the Great American Entities and (iiiB) in no event will the foregoing permit any invasive sampling or analysis of soil, groundwater, building materials or other environmental investigation or sampling, including media of the sort generally referred to as a Phase II environmental assessmentinvestigation. All requests for information requested made pursuant to this Section 6.4 5.05 shall be governed directed to Persons designated by the Confidentiality AgreementBR Financial.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance written notice from Parent to the Shareholder Representative, the Company shall, and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) Purchased Companies to) , afford 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 from the date hereof through until the earlier to occur of the Termination Date Closing and the Effective Timetermination of this Agreement in accordance with Article X, to its employees, properties, books, contracts and records and, during such period, the Company shall and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish Purchased Companies to make available promptly to Parent and its Representatives all such information concerning its businessthe operations, financials, properties, facilities, operations assets (including Company Intellectual Property Rights Books and Records) and personnel (including Representatives) of the Purchased Companies as Parent may reasonably requestsrequest, provided that the applicable rules of discovery shall apply to any claim between Parent and the Company with respect to any of the transactions contemplated by this Agreement; provided that, no investigation pursuant to this Section 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, further that the foregoing shall not require the Company Company, the other Purchased Companies, or any of its Subsidiaries to their respective Affiliates (i) 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 such Subsidiary the applicable Affiliate would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (iii) to disclose any information of the Purchased Companies or any of their respective Affiliates that the Company reasonably determines in 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 business 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 SubsidiariesAffiliates 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’ obligations (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 confidentiality 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 shall use commercially reasonable efforts to 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 furnish such access and information without violating any applicable Law or Contract or jeopardizing attorney-client privilege. All requests for information made pursuant to this Section 5.1 shall be directed to the Chief Business Development and Legal Officer of PaxVax U.S., or such Subsidiary shall have used reasonable best efforts other Person designated by the Shareholder Representative in a written notice given to furnish Parent, and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement. (b) During the five (5) year period immediately following the Closing, subject to applicable Law, upon reasonable notice from the Shareholder Representative to Parent, Parent shall, and shall cause the Surviving Company to, afford the Shareholder Representative and the Shareholder Representative’s officers and other authorized Representatives, during normal business hours, reasonable access to such Books and Records of the Surviving Company with respect to periods or occurrences prior to the Closing in a manner the possession of Parent or its Affiliates at Closing that does are reasonably necessary to prepare Tax Returns or financial statements, comply with Tax audits or applicable regulatory requirements, in each case, as the Shareholder Representative may reasonably request solely for purposes of complying with any applicable Tax, financial reporting or such regulatory requirements; provided, however, that the foregoing shall not result in require Parent or its Affiliates to (i) provide access to any Books and Records to the extent such disclosure, including obtaining Books and Records do not pertain to the consent business of the Purchased Companies (and Parent or its applicable Affiliates shall be entitled to withhold access to or redact any portion of such third party to such inspection or disclosureBooks and Records), (ii) disclose any privileged information of the Company Purchased Companies or any of its Subsidiaries if the Company their respective Affiliates that Parent reasonably determines in good faith, after consultation with counsel (internal or external), that access would give rise to a material risk of waiving attorney-client privilege applicable to such Subsidiary shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege or information, (iii) permit to take any invasive environmental investigation action that would cause material disruption to the business of the Surviving Company or samplingtheir respective Affiliates, or (iv) contravene any applicable Law or any confidentiality obligation in any binding Contract; provided, further, that in the case of the foregoing clauses (ii) and (iv), Parent shall use commercially reasonable efforts to make alternative arrangements (including a Phase II environmental assessmentby using commercially reasonable efforts to obtain any necessary consents from third parties) to afford such access or furnish such access and information without violating any applicable Law or Contract or jeopardizing attorney-client privilege). All information requested The Shareholder Representative shall return any original Books and Records it obtained pursuant to this Section 6.4 shall be governed Section 5.1.(b) to Parent or such Affiliate as soon as such Books and Records are no longer needed in connection with the applicable circumstances described in the immediately preceding sentence. Unless otherwise consented to in writing by the Confidentiality AgreementShareholder Representative, Parent shall not, and shall cause the Surviving Company not to, for a period of five (5) years following the Closing, intentionally destroy or otherwise dispose of any of such Books and Records of the Purchased Companies without first offering to provide to the Shareholder Representative, at its expense, such Books and Records or any portion thereof which Parent or the Surviving Company may intend to destroy or dispose of.