Common use of Access and Confidentiality Clause in Contracts

Access and Confidentiality. (a) Upon reasonable notice, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Closing to any and all of the premises, properties, contracts, books, records and data of or relating to the Business and the Company and Sub, and Seller shall, and shall cause the Company and Sub to furnish to Buyer during that period all documents and copies of documents and information concerning the Business as Buyer reasonably may request. (b) From and after the Closing Date: (i) Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer shall hold, and shall cause its representatives to hold, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination of this Agreement.

Access and Confidentiality. (a) Upon reasonable notice, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from From the date hereof until to the Closing Closing, subject to any Requirement of Law and all of the premisesSections 6.3(b) and (c), properties, contracts, books, records and data of or relating to the Business and the Company and Sub, and Seller each Party shall, and shall cause its Affiliates to, permit the Company other Party and Sub its representatives to furnish have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably related to Buyer during the Transactions, to their respective properties, premises, facilities, employees and representatives and books and records, including all computer tapes and similarly stored data, but only to the extent that period all documents such access does not unreasonably interfere with the business of Citigroup or Xxxx Xxxxx (and copies their respective Affiliates), as the case may be, and each Party shall direct its employees, agents and representatives, and shall cause its Affiliates and their employees, agents and representatives, to cooperate fully with the other Party and its representatives; provided that the foregoing shall not require (i) either Party or its Affiliates to (A) permit any inspection, or to disclose any information, that would result in the disclosure of documents any trade secrets of third parties, or any trade secrets of either Party or any of its respective Affiliates unrelated to the Transactions or (B) violate any obligations of either Party or its Affiliates to any third party with respect to confidentiality (provided that the applicable Party shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure) or (ii) any disclosure by a Party or any of its Affiliates that would reasonably be expected, as a result of such disclosure, and information concerning after consultation with counsel, to have the Business as Buyer reasonably may requesteffect of causing the waiver of any attorney-client privilege. (b) From and after the Closing Date: Closing, except in connection with the activities contemplated by the Related Agreements or as provided therein, neither Party shall, and shall cause its respective Affiliates (including, in the case of Xxxx Xxxxx, the CAM Subsidiaries and, in the case of Citigroup, the PC/CM Subsidiaries) and its Affiliates’ personnel (including each of their accountants, legal advisers and other professional advisers) not to, disclose to any other Person or otherwise use any Confidential Information of the other Party; provided that a Party (or any of its Affiliates) may disclose Confidential Information (i) Seller to the extent required pursuant to the Requirements of Law, in any report, statement, testimony or other submission to any Governmental Authority or (ii) in order to comply with any Requirement of Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Citigroup or Xxxx Xxxxx, as the case may be, in the course of any litigation, investigation or administrative proceeding; provided further that if either Party or its Affiliates is, in the opinion of counsel to such Party, required by Requirements of Law to disclose any Confidential Information, such Party shall permit Buyer(A) to the extent such action would not violate or conflict with Requirements of Law, promptly notify the other Party of such Requirement of Law so that the non-disclosing Party may, at its sole expense, seek an appropriate protective order and/or waive in writing the disclosing Party’s compliance with the provisions of this Agreement and (B) if, in the absence of a protective order or the receipt of a waiver hereunder, such Party or any of its Affiliates is nonetheless, in the opinion of counsel to such Party, compelled to disclose such Confidential Information, such Party, after notice to the non-disclosing Party (unless such notice would violate or conflict with Requirements of Law), may disclose such Confidential Information to the extent so required, in the opinion of counsel, by Requirements of Law. If requested by the other Party, the Company Party disclosing such information shall (x) exercise reasonable best efforts, at the non-disclosing Party’s sole expense, to obtain reliable assurances that the Confidential Information so disclosed will be accorded confidential treatment or (y) cooperate with any attempt by the non-disclosing Party to obtain reliable assurances that the Confidential Information so disclosed will be accorded confidential treatment. Each Party agrees, and shall cause its Affiliates, to protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such as each Party uses to protect its own confidential information of a like nature. Neither Party, any of its Affiliates or their respective affiliates personnel (including each of its respective Affiliates’ accountants, legal advisers and other professional advisers) shall be liable for the disclosure of Confidential Information as expressly permitted by this subsection (b). To the extent that a Party (or any of its Affiliates) discovers that it possesses Confidential Information of the other Party, it shall promptly return such Confidential Information to the other Party. (c) All Confidential Information provided or obtained in connection with the Transactions (including pursuant to subsection (a) above) will be held in accordance with the Confidentiality Agreement, dated May 20, 2005 (the “Confidentiality Agreement”); provided that, in the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (d) Following the Closing, subject to any Requirement of Law, each Party will allow the other Party and its representatives to have reasonable access, during reasonable regular business hours and upon reasonable advance notice to examine and make copies, at Buyer's each Party’s own expense, to the relevant of any books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date personnel records relating to the CAM Business or the Company PC/CM Business, as the case may be, which were retained by the other Party or Sub its Affiliates for any purpose reasonably related to the CAM Business or the PC/CM Business, as the case may be, including in connection with (i) the preparation of a Party’s accounting records, or with any audits conducted by a Party, (ii) Seller shall provide such information any suit, claim, action, proceeding or investigation relating to Buyer the CAM Business or the -34- 39 Company PC/CM Business or (iii) any regulatory filing or matter; provided that (A) Citigroup or Xxxx Xxxxx, as it the case may reasonably request be, shall reimburse the other Party promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by Xxxx Xxxxx or Citigroup, as the case may be, in connection with any such request and (B) neither Party shall be required to permit the Business prior foregoing activities that would (x) result in the disclosure of any trade secrets of third parties, or any trade secrets of either Party or of any of their respective Affiliates unrelated to the Transactions or (y) violate any obligations of either Party or their respective Affiliates to any third party with respect to confidentiality or (z) reasonably be expected to have the effect of causing the waiver of any attorney-client privilege in the opinion of counsel. (e) In addition to the foregoing, following the Closing Date; and subject to any Requirement of Law, each Party shall reasonably cooperate with and assist the other Party in the former’s defense of, or response to, any suit, claim, action, proceeding or investigation (i) in the event that such Party requesting cooperation would be required to indemnify the other Party pursuant to Article VIII or Article X from and against any Losses suffered by such other Party in connection with such suit, claim, action, proceeding or investigation and (iiiii) Seller shall use its reasonable efforts that relates to cause its independent accountants to consult with Buyer and a matter of which any employee of the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers other Party has knowledge as a result of such accountant of Seller relating employee’s prior employment with the Party requesting cooperation. Such obligation to cooperate shall include causing such employees to be available to the Business or requesting Party during regular business hours and upon reasonable advance notice, but only to the Company or Subextent that such action does not unduly interfere with the business of the cooperating Party; PROVIDED provided that Seller (A) the requesting Party shall reimburse the other Party promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by such other Party in connection with any such request and (B) such other Party shall not be required to maintain permit any of the foregoing activities that would (x) result in the disclosure of any trade secrets of third parties, or any trade secrets of either Party or of any of their respective Affiliates unrelated to the Transactions, (y) violate any obligations of either Party or their respective Affiliates to any third party with respect to confidentiality or (z) reasonably be expected, in the opinion of counsel, to have the effect of causing the waiver of any attorney-client privilege. (f) Xxxx Xxxxx shall (i) preserve and keep all books and records relating to the accounting, business and financial affairs related to the CAM Business in a manner reasonably consistent with past practice, for a period of more not less than five seven years following the Closing Date or for any longer period as may be (5A) years from required pursuant to the ClosingRequirements of Law or any Governmental Authority or (B) reasonably necessary with respect to the prosecution or defense of any audit or other legal action and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Citigroup reasonable access (including the right to make photocopies at Citigroup’s expense), during normal business hours, to such books and records. Notwithstanding the foregoing provisions of this Section 6.3(e), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers. (cg) Buyer Citigroup shall hold(i) preserve and keep all books and records relating to the accounting, business and shall cause its representatives financial affairs related to holdthe PC/CM Business in a manner reasonably consistent with past practice, all such information and documents and all other information and documents delivered for a period of not less than seven years following the Closing Date or for any longer period as may be (A) required pursuant to this agreement confidential and, if the transactions contemplated by this Agreement are not consummated for Requirements of Law or any reason, shall return Governmental Authority or (B) reasonably necessary with respect to Seller all such information and documents and the prosecution or defense of any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena audit or other legal processaction and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Xxxx Xxxxx reasonable access (including the right to make photocopies at Xxxx Xxxxx’x expense), during normal business hours, to such books and records. Buyer's obligations under Notwithstanding the foregoing provisions of this Section 6.3(e), the provisions of Article VIII shall survive govern the termination preservation, retention and sharing of this AgreementTax Returns and Tax work papers.

Access and Confidentiality. (a) Upon Until the Closing Date, upon reasonable noticeprior notice and subject to applicable Requirements of Law relating to the exchange of information, Seller shall afford Buyer the Company Entities will permit the Purchaser and its the Purchaser’s authorized representatives (includingto have reasonable access, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from for purposes consistent with this Agreement, to the date hereof until personnel (including the Closing employees, and shall instruct such personnel to any cooperate with such party), properties and all of the premises, properties, contracts, books, books and records and data of or relating to the Business (including reasonable access to the servicing reports, systems and procedures of Company Bank), to the extent that such access does not materially interfere with the business of such party; provided, that the party requiring such access complies with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Confidentiality Agreement, dated as of July 22, 2014, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, including the Purchaser, and Nordstrom, Company Bank, LLC, and NCI (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require Company Bank to permit any inspection, or to disclose any nonpublic supervisory information for which Company Bank has not received regulatory approval to share, (ii) require a party to share information that in such party’s reasonable judgment would result in the disclosure of any trade secrets of third parties or trade secrets of such party or its Affiliates unrelated to the Business, (iii) require a party to violate any obligations of such party to any third party with respect to confidentiality if such party shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (iv) require any disclosure by such party that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege. If any material is withheld by the Company and SubEntities pursuant to subclause (ii), and Seller shall(iii) or (iv) of the preceding sentence, and shall cause upon the reasonable request by the Purchaser, the Company and Sub Entities shall use commercially reasonable efforts to furnish find a method whereby such information may be provided to Buyer during the Purchaser without so giving rise to any such waiver of privilege or such violation of Requirements of Law, provided, that period all documents and copies the Purchaser shall provide commercial reasonable cooperation as may be reasonably requested to facilitate the provision of documents and information concerning the Business as Buyer reasonably may requestsuch information. (b) From and after The parties hereto agree to comply with the Confidentiality Agreement until the Closing Date: (i) Seller , at which time the Confidentiality Agreement shall permit Buyer, be deemed terminated and superseded by the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to confidentiality provisions of the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the ClosingCredit Card Program Agreement. (c) Buyer Each party shall hold, and shall cause its representatives be entitled to hold, all such information and documents and all other information and documents delivered pursuant to specific performance of the foregoing provisions of this agreement confidential and, if the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) Section 5.1 in addition to any third party unless required to do so pursuant to a request other remedies that they may have at law or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination of this Agreementin equity.

Access and Confidentiality. (a) Upon reasonable noticeUntil the First Closing Date (and, Seller shall afford Buyer and its representatives (includingwith respect to the GE/Macy's Assets, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Second Closing Date and with respect to any and all the May Assets, following the closing of the premisesMay Merger and until the Third Closing Date), properties, contracts, books, records upon reasonable prior notice and data subject to applicable Requirements of or Law relating to the Business exchange of information, FDS and the Company and Sub, and Seller FDS Bank shall, and shall cause Prime to, permit the Company Purchaser and Sub its authorized representatives to furnish have reasonable access, during regular business hours for purposes consistent with this Agreement, to Buyer during the properties and Books and Records relating to the Business, including the Master File, the FDS Cardholder List, the GE/Macy's Cardholder List and the May Cardholder List, to the extent that period all documents such access does not unduly interfere with the business of the Sellers; provided that the Purchaser and copies such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further, that the foregoing shall not (1) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of documents and information concerning any trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the Business or violate any obligations of the Sellers to any third party with respect to confidentiality if the Sellers shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (2) require any disclosure by the Sellers that could, as Buyer reasonably may requesta result of such disclosure, have the effect of causing the waiver of any attorney-client privilege. (b) From and If this Agreement is terminated, each party, at its own expense, shall promptly deliver (without retaining any copies) to the other party or (at their option) confirm in writing to the other party that it has completely destroyed all information furnished to such party or its representatives by the other party or any of their agents, employees or representatives in connection with this Agreement, whether so obtained before or after the Closing Date: execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by such party or its representatives that contain or reflect any such information; provided, however, that the foregoing shall not apply to summary analyses made by such party that such party is required to retain (i) Seller shall permit Buyeras part of the minutes of the proceedings of its board of directors or any committee thereof, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide to comply with applicable Requirements of Law. Notwithstanding the return or destruction of such information by the receiving party and/or its agents, employees and representatives, the receiving party and its agents, employees and representatives will continue to Buyer or be bound by its obligations hereunder and under the -34- 39 Company as it may reasonably request in connection with Confidentiality Agreements regarding the Business prior to the Closing Date; use and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers confidentiality of such accountant information. Notwithstanding the foregoing provisions of Seller relating to this Section 6.3(b), the Business or the Company or Sub; PROVIDED that Seller Purchaser shall not be required to maintain any records return information relating to the Business for a period of more than five (5) years from FDS Assets or the FDS Liabilities after the First Closing, the GE/Macy's Assets or the GE/Macy's Liabilities after the Second Closing, or the May Assets or the May Liabilities after the Third Closing. (c) Buyer shall hold, and shall cause its representatives In addition to holdthe confidentiality arrangements contained herein, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if provided or obtained in connection with the transactions contemplated by this Agreement are and by the Ancillary Agreements (including pursuant to clause (a) above) on or prior to the First Closing Date (or, with respect to information relating to the GE/Macy's Assets and GE/Macy's Liabilities, on or prior to the Second Closing Date and with respect to information relating to the May Assets and May Liabilities, on or prior to the Third Closing Date) shall be held by the Purchaser in accordance with the Confidentiality Agreement, dated November 19, 2004 between Citicorp Credit Services Inc. (USA) and FDS (the "FDS Confidentiality Agreement") and the Confidentiality Agreement, dated April 26, 2005 between Citicorp Credit Services Inc. (USA) and FDS (the "May Confidentiality Agreement" and together with the FDS Confidentiality Agreement, the "Confidentiality Agreements"). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreements, the terms of this Agreement shall govern. (d) The parties agree that monetary damages would not consummated be a sufficient remedy for any reasonbreach of the foregoing provisions of this Section 6.3 and the provisions of the Confidentiality Agreements, and that, in addition to all other remedies, each Party will be entitled to seek specific performance and to seek injunctive or other equitable relief as a remedy for any breach of the foregoing provisions of this Section 6.3 and the provisions of the Confidentiality Agreements. (e) From the date hereof through the First Closing Date (and with respect to the GE/Macy's Assets, through the Second Closing Date, and with respect to the May Assets, from the closing of the May Merger through the Third Closing Date), the Sellers shall return provide to Seller all the Purchaser on a monthly basis the reports that would be required to be provided to the Purchaser pursuant to Section 7.1 of the Program Agreement following the Effective Date thereunder (or in the case of the May Assets, such information similar existing reports as are reasonably available to FDS). (f) From the date hereof through the Second Closing Date, the Sellers shall provide the Purchaser reasonable prior written notice (including a description of such change) of any material changes in the credit and documents underwriting, risk management, reaging, posting, collection or operating policies and any copies as soon as practicable and not disclose procedures with respect to the Business made pursuant to the GE/Macy's Program Agreement. From the date of the closing of the May Merger through the Third Closing Date, the Sellers shall provide the Purchaser reasonable prior written notice describing any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) material changes to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive be made in connection with the termination of this AgreementMay Business.

Access and Confidentiality. (a) Upon reasonable notice, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from From the date hereof until to the Closing Closing, subject to any Requirement of Law and all of the premisesSections 6.2(b) and 6.2(c), properties, contracts, books, records and data of or relating to the Business and the Company and Sub, and Seller Newquay shall, and shall cause its Affiliates to, permit Pluto and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably related to the Company Transactions, to their respective properties, premises, facilities, employees and Sub representatives and the relevant books and records; provided, however, that Newquay may restrict or otherwise prohibit access to furnish any documents or information to Buyer during the extent that period (i) any Requirement of Law requires Newquay or its Affiliates to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege or other privilege applicable to such documents or information (in which event the Parties shall negotiate in good faith to seek alternative means to disclose such information as nearly as possible without affecting such attorney-client or such other privilege, including entry into a joint defense agreement) or (iii) access to a Contract to which Newquay or any of its Affiliates is a Party or otherwise bound would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; provided, further, that such access shall be under the supervision of the designated personnel or representatives of Newquay or its Affiliates (provided that no such supervision shall restrict or limit the scope and extent of rights of a Party pursuant to this Section 6.2(a)); provided, further, that, to the extent practicable, all documents requests for information made pursuant to this Section 6.2(a) shall be directed to such Person or Persons as may be designated by Newquay, and copies Pluto shall use its reasonable best efforts not to directly contact any other officer, director, employee, agent or representative of documents Newquay or its Affiliates without the prior approval of such designated Person(s); provided, further, that no information or knowledge obtained by Pluto in any investigation conducted pursuant to the access contemplated by this Section 6.2(a) shall affect or be deemed to modify any representation or warranty of Newquay set forth in this Agreement or otherwise impair the rights and remedies available to the Party requesting access hereunder; provided, further, that Newquay may limit such access to the extent Newquay reasonably determines, in light of the COVID-19 virus or any COVID-19 Measures, that such access would jeopardize the health and safety of any employee or representative of Newquay or its Affiliates (in which event the Parties shall negotiate in good faith to seek alternative means to disclose such information concerning as nearly as possible without jeopardizing the Business as Buyer reasonably may requesthealth and safety of any employee or representative of Newquay or its Affiliates, including by converting any such information to digital format). In the event that Newquay does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Pluto in a way that would not violate the applicable Requirement of Law or Contract, waive such a privilege or jeopardize the health and safety of any employee or representative of Newquay or its Affiliates. Any investigation conducted pursuant to the access contemplated by this Section 6.2(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of Newquay or any of its Affiliates or create a risk of damage or destruction to any property or assets of Newquay or any of its Affiliates. Any access to the properties of Newquay or any of its Affiliates shall be subject to its reasonable security measures and insurance requirements and shall not include the right to perform invasive testing (including a so-called “Phase 2”) without Newquay’s prior written consent. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Pluto or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.2(a). (b) From and after the Closing until the date that is seven years following the Closing Date: , except in connection with the activities contemplated by the Transition Services Agreement as provided therein, neither Party shall, and shall cause its respective Affiliates (including, in the case of Pluto, Rover) and its Affiliates’ personnel (including each of their accountants, legal advisers and other professional advisers) not to, disclose to any other Person or otherwise use any Confidential Information of the other Party; provided that a Party (or any of its Affiliates) may disclose Confidential Information (i) Seller to the extent required pursuant to the Requirements of Law, in any report, statement, testimony or other submission to any Governmental Authority or (ii) in order to comply with any Requirement of Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Pluto or Newquay or any of their respective Affiliates, as the case may be, in the course of any litigation, investigation or administrative proceeding; provided, further, that if either Party or its Affiliates is, based on the advice of counsel to such Party, required by Requirements of Law to disclose any Confidential Information, such Party shall permit Buyer(A) to the extent such action would not violate or conflict with Requirements of Law, promptly notify the other Party of such Requirement of Law so that the non-disclosing Party may, at its sole expense, seek an appropriate protective order and/or waive in writing the disclosing Party’s compliance with the provisions of this Agreement and (B) if, in the absence of a protective order or the receipt of a waiver hereunder, such Party or any of its Affiliates is nonetheless, in the opinion of counsel to such Party, compelled to disclose such Confidential Information, such Party, after notice to the non-disclosing Party (unless such notice would violate or conflict with Requirements of Law), may disclose such Confidential Information to the extent so required, in the opinion of counsel, by Requirements of Law. If requested by the other Party, the Company Party disclosing such information shall (x) exercise reasonable best efforts, at the non-disclosing Party’s sole expense, to obtain reliable assurances that the Confidential Information so disclosed will be accorded confidential treatment or (y) cooperate with any attempt by the non-disclosing Party to obtain reliable assurances that the Confidential Information so disclosed will be accorded confidential treatment. Each Party agrees, and shall cause its Affiliates, to protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such as each Party uses to protect its own confidential information of a like nature. Neither Party, any of its Affiliates or their respective affiliates personnel (including each of its respective Affiliates’ accountants, legal advisers and other professional advisers) shall be liable for the disclosure of Confidential Information as expressly permitted by this Section 6.2(b). (c) All Confidential Information provided or obtained in connection with the Transactions (including pursuant to Section 6.2(a)) will be held in accordance with the letter agreements between Newquay Topco and Pluto, dated December 1, 2020 and January 12, 2021, respectively (together, the “Confidentiality Agreement”); provided that, in the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (d) From and after the Closing, until the date that is twelve months following the Closing Date, upon Pluto’s request with respect to specified pre-Closing books and records reasonably necessary for the operation of the Rover Business by Pluto following the Closing the delivery of which is not otherwise provided for in the Transition Services Agreement, Newquay shall use reasonable best efforts to deliver the requested books and records of Rover to Pluto as promptly as reasonably practicable following any such request; provided that any books and records at any Rover Real Property as of the Closing (and not removed from such property by Newquay or its Affiliates) shall be deemed to have been delivered as of the Closing (it being agreed that Newquay may retain a copy thereof, at its own expense, subject to its confidentiality obligations in accordance with this Section 6.2). From and after the Closing until the date that is seven years following the Closing Date, subject to any Requirement of Law, Newquay will allow Pluto and its representatives to have reasonable access, during reasonable regular business hours and upon reasonable advance notice, to examine and make copies, at Buyer's Pluto’s own expense, to the of any relevant books and records that were retained by Newquay or its Affiliates for any purpose reasonably related to the Rover Business, including in connection with (including all relevant tax returns and related work papersi) the preparation of Seller in existence at the Closing Date Pluto’s accounting records, or with any audits conducted by Pluto, (ii) any third party suit, claim, action, proceeding or investigation relating to the Rover Business or the Company (iii) any regulatory filing or Sub matter; provided that (iiA) Seller Pluto shall provide such information to Buyer or the -34- 39 Company as it may reasonably request reimburse Newquay promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by Newquay, in connection with the Business prior to the Closing Date; any such request and (iiiB) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller Newquay shall not be required to maintain permit the foregoing activities that would (w) result in the disclosure of any records relating trade secrets of third parties, or any trade secrets of Newquay or of any of its Affiliates unrelated to the Business for a period Transactions or (x) violate any obligations of more than five (5) years from the Closing. (c) Buyer shall hold, and shall cause Newquay or its representatives to hold, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) Affiliates to any third party unless with respect to confidentiality or (y) reasonably be expected to have the effect of causing the waiver of any attorney-client privilege based upon the advice of counsel or (z) violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, any Contract to which Newquay or any of its Affiliates is a Party or otherwise bound; provided, further, that Newquay may limit such access to the extent Newquay reasonably determines, in light of the COVID-19 virus or any COVID-19 Measures, that such access would jeopardize the health and safety of any employee or representative of Newquay or its Affiliates. (e) From and after the Closing until the date that is seven years following the Closing Date, subject to any Requirement of Law, Pluto will allow Newquay and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to examine and make copies, at Newquay’s own expense, of any relevant books and records held by Pluto or its Affiliates for any purpose reasonably related to the Rover Business, including in connection with (i) the preparation of Newquay’s accounting records, or with any audits conducted by Newquay, (ii) any third party suit, claim, action, proceeding or investigation relating to the Rover Business or (iii) any regulatory filing or matter; provided that (A) Newquay shall reimburse Pluto promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by Pluto, in connection with any such request and (B) Pluto shall not be required to do so pursuant permit the foregoing activities that would (w) result in the disclosure of any trade secrets of third parties, or any trade secrets of Pluto or of any of its Affiliates unrelated to the Transactions or (x) violate any obligations of Pluto or its Affiliates to any third party with respect to confidentiality or (y) reasonably be expected to have the effect of causing the waiver of any attorney-client privilege based upon the advice of counsel or (z) violate or cause a request default under, or order under applicable laws give a third party the right to terminate or accelerate the rights under, any Contract to which Pluto or any of its Affiliates is a Party or otherwise bound; provided, further, that Pluto may limit such access to the extent Pluto reasonably determines, in light of the COVID-19 virus or any COVID-19 Measures, that such access would jeopardize the health and regulations safety of any employee or pursuant to a subpoena representative of Pluto or other legal process. Buyer's obligations under this its Affiliates. (f) Notwithstanding the foregoing provisions of Section 6.2(d) and Section 6.2(e), the provisions of Article VIII shall survive govern the termination preservation, retention and sharing of this AgreementTax Returns and Tax work papers.

Access and Confidentiality. (a) Upon reasonable noticeExcept as otherwise provided in this Agreement, Purchaser shall not contact any of the Employees, depositors, customers or suppliers of the Branches, or otherwise inspect the Branch facilities or interfere with the business of Seller in any way except with the written consent of Seller. After the date hereof and until the Closing Date, Seller shall afford Buyer to Purchaser and its officers, authorized agents and representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from to the date hereof until the Closing to any and all of the premisespersonnel, properties, books, records, contracts, booksdocuments, records files (including loan files) and data of other information at the Branches, or relating to the Business Assets, the Employees, the Assumed Contracts and the Company Deposits. Seller shall furnish Purchaser with such additional financial and Sub, operating data and Seller shall, and shall cause other information about its business operations at the Company and Sub to furnish to Buyer during that period all documents and copies Branches as may be reasonably necessary for the orderly transfer of documents and information concerning the Business as Buyer reasonably may requestbusiness operations of the Branches. (b) From and after the Closing Date: (i) Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, Each party to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer this Agreement shall hold, and shall cause its representatives respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval (in which case Purchaser shall take such steps as are requested by Seller to request that the Information be afforded confidential treatment) or unless compelled to disclose by judicial or administrative process, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information (collectively, "Information") concerning the other party furnished it by such information and documents and all other information and documents delivered party or its representatives pursuant to this agreement confidential and, if Agreement (except to the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller all extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources by the party to which it was furnished), and documents and any copies as soon as practicable and not neither party shall release or disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) Information to any third party unless required other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors, and to do so pursuant the extent permitted above, to a request or order under IRS agents, bank regulatory authorities and other applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination of this Agreementgovernmental authorities.

Access and Confidentiality. (a) Upon reasonable notice, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from From the date hereof until the Closing to any and all earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law, each (i) of Sellers, on the one hand, and Purchaser, on the other, will permit the other and their respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to their respective properties, premises, propertiesfacilities, contracts, books, employees and representatives and books and records and data of or relating to the Business extent related to the transactions contemplated by this Agreement or by the Related Agreements, (ii) Parent or Purchaser, as applicable, shall direct its respective employees, agents and representatives and shall cause the Company employees, agents and Subrepresentatives of its respective Affiliates, to cooperate fully with Purchaser or Sellers, as the case may be, and Seller its respective representatives to the extent related to the transactions contemplated by this Agreement or by the Related Agreements and (iii) Sellers shall, and shall cause their Affiliates to, furnish promptly to Purchaser a copy of (x) each regulatory report, schedule, form, registrations and other documents (and any amendment with respect thereto) filed with any Governmental Authority to the Company extent related to the Business, (y) the internal or external reports related to the Business and Sub to furnish to Buyer during that period (z) all documents and copies of documents and other information concerning the Business as Buyer Purchaser may reasonably may request. (b) From and after the Closing Date: ; provided, however, that nothing herein shall obligate any Seller or any Acquired Subsidiary or any of their respective Affiliates to take any actions that would (i) Seller shall permit Buyer, unreasonably interrupt or interfere with the Company and normal course of their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business businesses or the Company or Sub (ii) Seller shall provide such information to Buyer result in any waiver of attorney-client privilege or violate any Laws or the -34- 39 Company as it may reasonably request in connection with the Business terms of any Contract to which Seller, any Acquired Subsidiaries or any of their Affiliates is a party or to which any of their respective assets are subject; provided, further, that prior to the Closing Date; expiration of any waiting period under the HSR Act and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating other similar Law applicable to the Business or the Company or Sub; PROVIDED that Seller transactions contemplated by this Agreement, Purchaser and its representatives shall not only be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer permitted such reasonable access which, in Seller’s discretion, after consultation with counsel, is appropriate during such review process. Purchaser shall holdcomply, and shall cause its representatives to holdcomply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchaser and each Seller, as applicable, and its respective representatives shall comply with the confidentiality obligations contained herein. (b) In addition to the confidentiality arrangements contained herein, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to subsection (a) above) will be held by Purchaser in accordance with the Non-Disclosure Agreement, dated October 13, 2011, as amended, between Purchaser and Parent (the “Non-Disclosure Agreement”). In the event of a conflict or inconsistency between the terms of this Agreement and the Non-Disclosure Agreement, the terms of this Agreement will govern. (c) Each party hereto shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are not consummated retained by Parent or any of its Affiliates or obtained by Purchaser hereunder, as the case may be, which information relates to the Business, the Acquired Assets or the Acquired Subsidiaries prior to the Closing, for five (5) years after the Closing Date, or for any reasonlonger period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates records or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal processinformation. Buyer's obligations under Notwithstanding the foregoing provisions of this Section 6.2(c), the provisions of Article VIII shall survive govern the termination preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, each Party shall, and shall cause its Subsidiaries to, permit the other Party and their respective representatives to have reasonable access to, and to inspect and copy, all materials referred to in this AgreementSection 6.2(c) and to meet with officers and employees of the other Party and its Subsidiaries on a mutually convenient basis in order to obtain explanations with respect to such materials, to obtain additional information, to call such officers and employees as witnesses and for any other reasonable business purpose.

Access and Confidentiality. (a) Upon reasonable noticeBetween the date of this Agreement and the Closing, Seller shall afford Buyer to Purchaser and its officers and authorized agents and representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from to the date hereof until the Closing to any and all of the premisesproperties, propertiesbooks, records, contracts, booksdocuments, records files (including loan files) and data other information of or relating to the Business and the Company and SubLoans. In addition, Seller will use reasonable efforts to arrange for Purchaser to have reasonable access to similar information held by third parties, if any, for or on Seller's behalf. Purchaser and Seller shalleach have identified a selected group of their respective personnel that shall constitute a "transition group" who shall be available to Seller and Purchaser, respectively, at reasonable times (limited to normal operating hours) to provide information and shall cause assistance in connection with Purchaser's investigation of matters relating to the Company and Sub to furnish to Buyer during that period all documents and copies of documents and information concerning the Business as Buyer reasonably may requestLoans. (b) From and after the Closing Date: (i) Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, Each party to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer this Agreement shall hold, and shall cause its representatives respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a bank regulatory authority is necessary or desirable or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel by other requirements of law or the applicable requirements of any regulatory agency, all non-public records, books, contracts, instruments, computer data and other data and information (collectively, "Information") concerning the other party (or, if required under a contract with a third party, such information and documents and all third party) furnished it by such other information and documents delivered party or its representatives pursuant to this agreement Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, if to the transactions contemplated by this Agreement are not consummated for any reasonextent permitted above, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination of this Agreementbank regulatory authorities.

Access and Confidentiality. (a) Upon From the date hereof to the Closing, subject to applicable Requirements of Law, (i) each of Sellers, on the one hand, and Purchaser, on the other, will permit the other and their respective representatives to have reasonable noticeaccess, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Closing and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to any and all of the their respective properties, premises, propertiesfacilities, contractsemployees and representatives and books and records, booksincluding all computer tapes and similarly stored data, records and data of or relating but only to the Business and extent that such access does not unreasonably interfere with the Company and Subbusiness of Sellers or Purchaser, as the case may be, and only to the extent related to the transactions contemplated by this Agreement and by the Related Agreements, (ii) each Seller or Purchaser, as applicable, shall direct its respective employees, agents and representatives and shall cause the employees, agents and representatives of its respective Affiliates, to cooperate fully with Purchaser or Sellers, as the case may be, and its respective representatives and (iii) to the extent permitted by Requirements of Law, each Seller shall, and shall cause its Subsidiaries to, furnish promptly to Purchaser a copy of (x) each material report, schedule, registration statement and other document filed by it with any Governmental Authority and (y) the Company internal or external reports prepared by such Seller or such Subsidiary in the ordinary course that are reasonably required by Purchaser promptly after such reports are made available to such Seller's personnel; provided that, in each case, Purchaser and Sub each Seller, as applicable, and its respective representatives shall comply with the confidentiality obligations contained herein; and provided, further, that the foregoing shall not (i) require Sears or any of its Affiliates, on the one hand, or Purchaser or any of its Affiliates, on the other, to furnish permit any inspection, or to Buyer during disclose any information, that period all documents (x) would result in the disclosure of any trade secrets of third parties, or any trade secrets of Sears or Purchaser, as the case may be, or of any of their respective Affiliates, unless such trade secrets are related to the transactions contemplated hereby and copies by the Related Agreements, or (y) violate any obligations of documents Sears or Purchaser, as the case may be, to any third party with respect to confidentiality, provided that Sears or Purchaser, as applicable, shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by Sears or Purchaser, as the case may be, or any of their respective Affiliates, that would reasonably be expected, as a result of such disclosure, and information concerning in the Business as Buyer reasonably may requestopinion of counsel, to have the effect of causing the waiver of any attorney-client privilege. (b) From To the fullest extent not prohibited by Requirements of Law, in furtherance of the terms of Section 6.2(a) and after the Closing Date: (i) Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, subject to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at provisos set forth therein, from the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior date hereof to the Closing Date; , (i) senior officers of the Business and of the credit card business of Purchaser shall meet on a regular basis (no less than bi-weekly) to review the financial performance and operational affairs of the Business to achieve an orderly integration of the Business by Purchaser as of the Closing, and (iiiii) no later than 10 Business Days from the date hereof, Sellers and Purchaser shall each appoint three officers with knowledge of, and experience in, the Business to comprise a transition team (the "Transition Team") which shall meet on a regular basis to discuss and implement reasonable steps necessary to achieve an orderly integration of the Business by Purchaser as of the Closing and to attempt to minimize Purchaser's reliance on interim services from Sellers following the Closing. Prior to the Closing, the Transition Team shall identify which Business Employees shall be retained by Sellers ("Retained Business Employees") and shall update Schedule 1.1 (a) accordingly. The Transition Team shall also establish a transition of the responsibilities of the Retained Business Employees to Purchaser employees and a transition of the services of the Retained Business Employees to other Seller businesses in order to ensure an orderly transition. The Transition Team shall use negotiate in good faith the terms of the Transition Services Agreement which shall incorporate the terms and provisions set forth on Exhibit B, pursuant to which Sellers and their respective Affiliates shall provide to Purchaser and its reasonable efforts to cause its independent accountants to consult Affiliates all interim services as are necessary, including the provision of shared real property and services provided by third parties under certain Contracts that are Retained Assets, in combination with Buyer the Acquired Subsidiary Stock, the Purchased Interests, the Business Employees and the Companyrights of Purchaser and its Affiliates under the other Related Agreements, to allow Purchaser to conduct the Business as it will be conducted immediately prior to the Closing. Such Transition Services Agreement shall provide, among other things, that Sears and its Affiliates will (i) facilitate the implementation and administration of employee welfare benefits for Continuing Business Employees, which shall be sponsored and maintained by Purchaser as the employer thereunder, for the Benefits Transition Period (as defined in the next sentence), and an independent auditor (ii) continue to provide payroll services with respect to Continuing Business Employees. Purchaser shall bear all direct and indirect costs associated with providing such transitional arrangement with respect to employee welfare benefits and payroll services. The Benefits Transition Period shall mean the period commencing on the Closing Date and concluding on the later of Buyer (x) the 30th day following the Closing Date or the Company(y) December 31, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing2003. (c) Buyer shall hold, and shall cause its representatives In addition to holdthe confidentiality arrangements contained herein, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to subsection (a) above but excluding any information to the extent relating primarily to the Credit Card Business or the Financial Products Business acquired hereunder by Purchaser) will be held by Purchaser in accordance with the Confidentiality Agreements, dated April 11, 2003 and May 19, 2003, between Purchaser and Sears (collectively, the "Confidentiality Agreement"). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. For the avoidance of doubt, the parties and their Affiliates (and any employee, representative or other agent of such Persons) shall be permitted to disclose the "tax structure" and "tax treatment" (within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby from and after the earliest of: (i) the date of public announcement of discussions regarding such transactions, (ii) the date of public announcement of such transactions and (iii) the date hereof. (d) Each Party hereto shall preserve and keep all books and records and all information relating to the accounting, business, and financial affairs that are retained by Sears or any of its Affiliates or obtained by Purchaser hereunder, as the case may be, which information relates to the Purchased Interests, the Acquired Subsidiary Stock, the Assumed Liabilities or that portion of the Business that is conducted by the Acquired Subsidiary, for a reasonable period (not consummated less than five (5) years) after the Closing Date, or for any reasonlonger period (i) as may be required by any Governmental Authority and (ii) as may be reasonably necessary with respect to the prosecution or defense of any audit or other legal action that is then pending or threatened and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.2(d), the provisions of Article VIII shall return govern the preservation, retention and sharing of Tax Returns and Tax work papers. (e) Purchaser and its representatives shall be entitled to Seller all perform a Phase II environmental investigation (the "Investigation") of the New Orleans, LA facility (Sears Unit # 8636). Purchaser agrees to commence the Investigation within 00 xxxx xx the date of this Agreement. The Investigation shall be performed by a nationally recognized environmental consulting firm and Purchaser shall provide Sellers with a letter, acceptable to Sellers, expressly stating that Sellers and the Acquired Subsidiary have the right to rely on the Investigation. Sellers shall have the right to review and comment on the scope of work for the Investigation. Sellers shall provide Purchaser and its representatives such information access to the New Orleans facility as is reasonably necessary to conduct the Investigation. Purchaser and documents and its representatives shall perform the Investigation in manner that minimizes any copies disruption to the Sellers' operations at the New Orleans facility. If the Investigation shows a Release in the soil or groundwater at or affecting the New Orleans facility in excess of regulatory standards for commercial or industrial property under applicable Environmental Laws, then at Sellers' irrevocable election (to be confirmed by written notice to Purchaser within five days following Sellers' receipt of the written findings of the Investigation): (i) Sellers, as soon as reasonably practicable following receipt of the written results of the Investigation, shall (at Sellers' sole cost and not disclose to the reasonable satisfaction of Purchaser) Cleanup the soil and/or groundwater contaminated with Hazardous Materials and such conditions shall be deemed Pre-Closing Liabilities and Costs included as Retained Liabilities under Section 2.5, and further Sellers shall perform any such information Cleanup in a manner that minimizes any disruption to the Purchaser's operations at the New Orleans facility. In connection with the foregoing, the parties shall agree upon a program to effectuate the Cleanup in a manner that will avoid disruption to Purchaser's operations; or (that has not previously been disclosed by ii) Sellers shall retain ownership of the New Orleans property and such property shall be deemed a party other than BuyerRetained Asset under Section 2.3, its affiliates or representatives) to any third party unless required to do so in which case Purchaser, pursuant to Transition Services Agreement, shall lease the New Orleans property from Sellers for a request or order under applicable laws and regulations or pursuant period of up to a subpoena or other legal process. Buyer's obligations under this Section shall survive 18 months following the termination of this AgreementClosing Date.

Access and Confidentiality. From the date of this Agreement until the earlier of (i) the Closing Date, and (ii) the date, if any, on which this Agreement is terminated pursuant to Section 7.1: (a) Upon Each Seller Party shall cause all the Target Group Companies to, upon reasonable prior written notice, Seller shall afford (i) give the Buyer Parties, their respective officers, employees and its representatives (includingauthorized Representatives, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Closing to any each Target Group Company’s books, records, officers, employees, agents, offices and all of the premisesother assets, Contracts, facilities and properties, contracts(ii) furnish to the Buyer Parties, bookstheir counsel, records financial advisors, auditors and other authorized Representatives such financial and operating data of or and other information relating to the Target Group Companies, the Target Business or the Contributed Assets as such Persons may reasonably request and (iii) instruct the employees, consultants, agents, counsel, financial advisors, auditors and other authorized Representatives of the Target Group Companies to reasonably cooperate with Buyer Parties in their due diligence investigation of the Target Group Companies and the Company Target Business, including without limitation the status of the Restructuring. Notwithstanding anything to the contrary set forth herein, the Seller Parties and Subthe Target Group Companies shall not be required to provide access to, and or to disclose information, to the extent such access or disclosure would jeopardize the attorney-client privilege of the Seller shallParties, and shall cause the Company and Sub Target Group Companies or their respective Subsidiaries, or contravene any applicable Law (including with respect to furnish to Buyer during that period all documents and copies of documents and information concerning the Business as Buyer reasonably may requestany competitively sensitive information, if any). (b) From and after The Seller Parties shall cause the Closing Date: Target Group Companies to give prompt written notice to the Buyer, (i) of any notice or other communication received by the Target Group Companies or any Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller Party from any Governmental Authority in existence at the Closing Date relating to the Business connection with this Agreement or the Company Contemplated Transactions, or Sub from any Person alleging that the consent of such Person (iior another Person) Seller shall provide such information to Buyer is or the -34- 39 Company as it may reasonably request be required in connection with the Business prior Contemplated Transactions, (ii) of any Action commenced or, to the Closing Date; and knowledge of the Seller Parties, threatened against, any Target Group Company, any Seller Party or their respective Subsidiaries, in each case arising from or relating to the Contemplated Transactions, or (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and upon becoming aware of the Companyoccurrence or impending occurrence that individually or in the aggregate, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for would have a period of more than five (5) years from the ClosingMaterial Adverse Effect. (c) Buyer If, after the date hereof, any Party becomes aware of any facts, events or circumstances that have, individually or in the aggregate, resulted in any condition set forth in ARTICLE III to become incapable of being satisfied prior to the Long Stop Date (after giving effect to any applicable cure period), such Party shall holdpromptly give the other Parties a written notice, and setting forth therein (i) the relevant facts, events or circumstances, (ii) the condition(s) which such Party believes has or have, as a result, become incapable of being satisfied prior to the Long Stop Date. Upon such notice, the Parties shall cause its representatives discuss in good faith whether the relevant conditions have indeed become incapable of being satisfied prior to hold, all such information and documents and all other information and documents delivered pursuant to this agreement confidential the Long Stop Date and, if so, whether such condition will be waived. Notwithstanding the transactions contemplated by this Agreement are not consummated for any reasonforegoing, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under nothing in this Section 5.1(c) shall survive be deemed to obligate any Party to waive any condition set forth in ARTICLE III, which waiver may be granted or withheld at the termination of this Agreementrelevant Party’s sole discretion.

Access and Confidentiality. (a) Upon reasonable noticeBetween the date of this Agreement and the Closing Date, Seller Sellers shall and shall cause the Company to afford Buyer to Purchaser and its officers and authorized agents and representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from to the date hereof until the Closing to any and all of the premisesproperties, propertiesbooks, records, contracts, booksdocuments, records files and data other information of or relating to the Business Company. In addition, Sellers will use reasonable efforts to arrange for Purchaser to have reasonable access to similar information held by third parties, if any, for or on Sellers' behalf or for or on behalf of the Company. Sellers shall cause personnel of the Company to be reasonably available during normal business hours, to an extent not disruptive of ongoing operations, for the same purposes. Between the date of this Agreement and the Company Closing Date, Sellers shall furnish Purchaser with such additional financial and Sub, operating data and Seller shall, and shall cause other information about the business operations of the Company and Sub to furnish to Buyer during that period all documents and copies of documents and information concerning the Business as Buyer Purchaser may reasonably may request. (b) From and after Each of the Closing Date: (i) Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer parties hereto shall hold, and shall cause its representatives respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is necessary or desirable in connection with any Regulatory Approval or unless compelled to disclose by a Proceeding or, in the written opinion of its counsel, by other requirements of law of the applicable requirements of any Governmental Body all non-public records, books, contracts, instruments, computer data and other data and information (collectively, "Information") concerning the other party (or, if required under a contract with a third party, such information and documents and all third party) furnished it by such other information and documents delivered party or its representatives pursuant to this agreement Agreement (except to the extent that such Information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, if to the transactions contemplated by this Agreement are extent permitted above, to Governmental Bodies. Each of the parties hereto shall not consummated for issue and shall not permit the issuance of any reasonpublic statement concerning the relationship of the Company to Purchaser and its Affiliates without the prior written consent of the other parties hereto, which consent shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination of this Agreementbe unreasonably withheld.

Access and Confidentiality. From the date of this Agreement until the earlier of (i) the Closing Date, and (ii) the date, if any, on which this Agreement is terminated pursuant to Section 7.1: (a) Upon Each Seller Party shall cause all the Target Group Companies to, upon reasonable prior written notice, Seller shall afford (i) give the Buyer Parties, their respective officers, employees and its representatives (includingauthorized Representatives, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Closing to any each Target Group Company’s books, records, officers, employees, agents, offices and all of the premisesother assets, Contracts, facilities and properties, contracts(ii) furnish to the Buyer Parties, bookstheir counsel, records financial advisors, auditors and other ​ ​ ​ ​ authorized Representatives such financial and operating data of or and other information relating to the Target Group Companies, the Target Business or the Contributed Assets as such Persons may reasonably request and (iii) instruct the employees, consultants, agents, counsel, financial advisors, auditors and other authorized Representatives of the Target Group Companies to reasonably cooperate with Buyer Parties in their due diligence investigation of the Target Group Companies and the Company Target Business, including without limitation the status of the Restructuring. Notwithstanding anything to the contrary set forth herein, the Seller Parties and Subthe Target Group Companies shall not be required to provide access to, and or to disclose information, to the extent such access or disclosure would jeopardize the attorney-client privilege of the Seller shallParties, and shall cause the Company and Sub Target Group Companies or their respective Subsidiaries, or contravene any applicable Law (including with respect to furnish to Buyer during that period all documents and copies of documents and information concerning the Business as Buyer reasonably may requestany competitively sensitive information, if any). (b) From and after The Seller Parties shall cause the Closing Date: Target Group Companies to give prompt written notice to the Buyer, (i) of any notice or other communication received by the Target Group Companies or any Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller Party from any Governmental Authority in existence at the Closing Date relating to the Business connection with this Agreement or the Company Contemplated Transactions, or Sub from any Person alleging that the consent of such Person (iior another Person) Seller shall provide such information to Buyer is or the -34- 39 Company as it may reasonably request be required in connection with the Business prior Contemplated Transactions, (ii) of any Action commenced or, to the Closing Date; and knowledge of the Seller Parties, threatened against, any Target Group Company, any Seller Party or their respective Subsidiaries, in each case arising from or relating to the Contemplated Transactions, or (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and upon becoming aware of the Companyoccurrence or impending occurrence that individually or in the aggregate, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for would have a period of more than five (5) years from the ClosingMaterial Adverse Effect. (c) Buyer If, after the date hereof, any Party becomes aware of any facts, events or circumstances that have, individually or in the aggregate, resulted in any condition set forth in ARTICLE III to become incapable of being satisfied prior to the Long Stop Date (after giving effect to any applicable cure period), such Party shall holdpromptly give the other Parties a written notice, and setting forth therein (i) the relevant facts, events or circumstances, (ii) the condition(s) which such Party believes has or have, as a result, become incapable of being satisfied prior to the Long Stop Date. Upon such notice, the Parties shall cause its representatives discuss in good faith whether the relevant conditions have indeed become incapable of being satisfied prior to hold, all such information and documents and all other information and documents delivered pursuant to this agreement confidential the Long Stop Date and, if so, whether such condition will be waived. Notwithstanding the transactions contemplated by this Agreement are not consummated for any reasonforegoing, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under nothing in this Section 5.1(c) shall survive be deemed to obligate any Party to waive any condition set forth in ARTICLE III, which waiver may be granted or withheld at the termination of this Agreementrelevant Party’s sole discretion.

Access and Confidentiality. (a) Upon reasonable noticeUntil the First Closing Date (and, Seller shall afford Buyer and its representatives (includingwith respect to the GE/Macy’s Assets, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Second Closing Date and with respect to any and all the May Assets, following the closing of the premisesMay Merger and until the Third Closing Date), properties, contracts, books, records upon reasonable prior notice and data subject to applicable Requirements of or Law relating to the Business exchange of information, FDS and the Company and Sub, and Seller FDS Bank shall, and shall cause Prime to, permit the Company Purchaser and Sub its authorized representatives to furnish have reasonable access, during regular business hours for purposes consistent with this Agreement, to Buyer during the properties and Books and Records relating to the Business, including the Master File, the FDS Cardholder List, the GE/Macy’s Cardholder List and the May Cardholder List, to the extent that period all documents such access does not unduly interfere with the business of the Sellers; provided that the Purchaser and copies such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further, that the foregoing shall not (1) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of documents and information concerning any trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the Business or violate any obligations of the Sellers to any third party with respect to confidentiality if the Sellers shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (2) require any disclosure by the Sellers that could, as Buyer reasonably may requesta result of such disclosure, have the effect of causing the waiver of any attorney-client privilege. (b) From and If this Agreement is terminated, each party, at its own expense, shall promptly deliver (without retaining any copies) to the other party or (at their option) confirm in writing to the other party that it has completely destroyed all information furnished to such party or its representatives by the other party or any of their agents, employees or representatives in connection with this Agreement, whether so obtained before or after the Closing Date: execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by such party or its representatives that contain or reflect any such information; provided, however, that the foregoing shall not apply to summary analyses made by such party that such party is required to retain (i) Seller shall permit Buyeras part of the minutes of the proceedings of its board of directors or any committee thereof, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide to comply with applicable Requirements of Law. Notwithstanding the return or destruction of such information by the receiving party and/or its agents, employees and representatives, the receiving party and its agents, employees and representatives will continue to Buyer or be bound by its obligations hereunder and under the -34- 39 Company as it may reasonably request in connection with Confidentiality Agreements regarding the Business prior to the Closing Date; use and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers confidentiality of such accountant information. Notwithstanding the foregoing provisions of Seller relating to this Section 6.3(b), the Business or the Company or Sub; PROVIDED that Seller Purchaser shall not be required to maintain any records return information relating to the Business for a period of more than five (5) years from FDS Assets or the FDS Liabilities after the First Closing, the GE/Macy’s Assets or the GE/Macy’s Liabilities after the Second Closing, or the May Assets or the May Liabilities after the Third Closing. (c) Buyer shall hold, and shall cause its representatives In addition to holdthe confidentiality arrangements contained herein, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if provided or obtained in connection with the transactions contemplated by this Agreement are and by the Ancillary Agreements (including pursuant to clause (a) above) on or prior to the First Closing Date (or, with respect to information relating to the GE/Macy’s Assets and GE/Macy’s Liabilities, on or prior to the Second Closing Date and with respect to information relating to the May Assets and May Liabilities, on or prior to the Third Closing Date) shall be held by the Purchaser in accordance with the Confidentiality Agreement, dated November 19, 2004 between Citicorp Credit Services Inc. (USA) and FDS (the “FDS Confidentiality Agreement”) and the Confidentiality Agreement, dated April 26, 2005 between Citicorp Credit Services Inc. (USA) and FDS (the “May Confidentiality Agreement” and together with the FDS Confidentiality Agreement, the “Confidentiality Agreements”). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreements, the terms of this Agreement shall govern. (d) The parties agree that monetary damages would not consummated be a sufficient remedy for any reasonbreach of the foregoing provisions of this Section 6.3 and the provisions of the Confidentiality Agreements, and that, in addition to all other remedies, each Party will be entitled to seek specific performance and to seek injunctive or other equitable relief as a remedy for any breach of the foregoing provisions of this Section 6.3 and the provisions of the Confidentiality Agreements. (e) From the date hereof through the First Closing Date (and with respect to the GE/Macy’s Assets, through the Second Closing Date, and with respect to the May Assets, from the closing of the May Merger through the Third Closing Date), the Sellers shall return provide to Seller all the Purchaser on a monthly basis the reports that would be required to be provided to the Purchaser pursuant to Section 7.1 of the Program Agreement following the Effective Date thereunder (or in the case of the May Assets, such information similar existing reports as are reasonably available to FDS). (f) From the date hereof through the Second Closing Date, the Sellers shall provide the Purchaser reasonable prior written notice (including a description of such change) of any material changes in the credit and documents underwriting, risk management, reaging, posting, collection or operating policies and any copies as soon as practicable and not disclose procedures with respect to the Business made pursuant to the GE/Macy’s Program Agreement. From the date of the closing of the May Merger through the Third Closing Date, the Sellers shall provide the Purchaser reasonable prior written notice describing any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) material changes to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive be made in connection with the termination of this AgreementMay Business.

Access and Confidentiality. (a) Upon reasonable noticeExcept as otherwise provided in this Agreement, Purchaser shall not contact any of the Employees, Depositors, customers or suppliers of the Branches, or otherwise inspect the Branch facilities or interfere with the business of Seller in any way except with the written consent of Seller, which shall not be unreasonably withheld. After the date hereof and until the Closing Date, Seller shall afford Buyer to Purchaser and its officers, authorized agents and representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from to the date hereof until the Closing to any and all of the premisespersonnel, properties, books, records, contracts, booksdocuments, records files (including loan files) and data of other information at the Branches, or relating to the Business Assets, the Employees, the Assumed Contracts and the Company Deposits. Seller shall furnish Purchaser with such additional financial and Sub, operating data and Seller shall, and shall cause other information about its business operations at the Company and Sub to furnish to Buyer during that period all documents and copies Branches as may be reasonably necessary for the orderly transfer of documents and information concerning the Business as Buyer reasonably may requestbusiness operations of the Branches. (b) From and after the Closing Date: (i) Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, Each party to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer this Agreement shall hold, and shall cause its representatives respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a bank regulatory authority is necessary or desirable in connection with any Regulatory Approval (in which case Purchaser shall take such steps as are requested by Seller to request that the Information be afforded confidential treatment) or unless compelled to disclose by Judicial or administrative process, or in the written opinion of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information (collectively, "Information") concerning the other party furnished it by such information and documents and all other information and documents delivered party or its representatives pursuant to this agreement confidential and, if Agreement (except to the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller all extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources by the party to which it was furnished), and documents and any copies as soon as practicable and not neither party shall release or disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) Information to any third party unless required other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors, and to do so pursuant the extent permitted above, to a request or order under IRS agents, bank regulatory authorities and other applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination of this Agreementgovernmental authorities.

Access and Confidentiality. (a) Upon reasonable notice, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from From the date hereof until the Closing to any and all earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law, each (i) of Sellers, on the one hand, and Purchaser, on the other, will permit the other and their respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to their respective properties, premises, propertiesfacilities, contracts, books, employees and representatives and books and records and data of or relating to the Business extent related to the transactions contemplated by this Agreement or by the Related Agreements, (ii) Parent or Purchaser, as applicable, shall direct its respective employees, agents and representatives and shall cause the Company employees, agents and Subrepresentatives of its respective Affiliates, to cooperate fully with Purchaser or Sellers, as the case may be, and Seller its respective representatives to the extent related to the transactions contemplated by this Agreement or by the Related Agreements and (iii) Sellers shall, and shall cause their Affiliates to, furnish promptly to Purchaser a copy of (x) each regulatory report, schedule, form, registrations and other documents (and any amendment with respect thereto) filed with any Governmental Authority to the Company extent related to the Business, (y) the internal or external reports related to the Business and Sub to furnish to Buyer during that period (z) all documents and copies of documents and other information concerning the Business as Buyer Purchaser may reasonably may request. (b) From and after the Closing Date: ; provided, however, that nothing herein shall obligate any Seller or any Acquired Subsidiary or any of their respective Affiliates to take any actions that would (i) Seller shall permit Buyer, unreasonably interrupt or interfere with the Company and normal course of their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business businesses or the Company or Sub (ii) Seller shall provide such information to Buyer result in any waiver of attorney-client privilege or violate any Laws or the -34- 39 Company as it may reasonably request in connection with the Business terms of any Contract to which Seller, any Acquired Subsidiaries or any of their Affiliates is a party or to which any of their respective assets are subject; provided, further, that prior to the Closing Date; expiration of any waiting period under the HSR Act and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating other similar Law applicable to the Business or the Company or Sub; PROVIDED that Seller transactions contemplated by this Agreement, Purchaser and its representatives shall not only be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer permitted such reasonable access which, in Seller's discretion, after consultation with counsel, is appropriate during such review process. Purchaser shall holdcomply, and shall cause its representatives to holdcomply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchaser and each Seller, as applicable, and its respective representatives shall comply with the confidentiality obligations contained herein. (b) In addition to the confidentiality arrangements contained herein, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to subsection (a) above) will be held by Purchaser in accordance with the Non-Disclosure Agreement, dated October 13, 2011, as amended, between Purchaser and Parent (the "Non-Disclosure Agreement"). In the event of a conflict or inconsistency between the terms of this Agreement and the Non-Disclosure Agreement, the terms of this Agreement will govern. (c) Each party hereto shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are not consummated retained by Parent or any of its Affiliates or obtained by Purchaser hereunder, as the case may be, which information relates to the Business, the Acquired Assets or the Acquired Subsidiaries prior to the Closing, for five (5) years after the Closing Date, or for any reasonlonger period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates records or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal processinformation. Buyer's obligations under Notwithstanding the foregoing provisions of this Section 6.2(c), the provisions of Article VIII shall survive govern the termination preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, each Party shall, and shall cause its Subsidiaries to, permit the other Party and their respective representatives to have reasonable access to, and to inspect and copy, all materials referred to in this AgreementSection 6.2(c) and to meet with officers and employees of the other Party and its Subsidiaries on a mutually convenient basis in order to obtain explanations with respect to such materials, to obtain additional information, to call such officers and employees as witnesses and for any other reasonable business purpose.

Access and Confidentiality. (a) Upon From the Effective Date until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law, (i) Seller and the Company, on the one hand, and Purchaser, on the other, will permit the other and their respective Representatives to have reasonable noticeaccess, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Closing and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to any and all of the their respective properties, premises, propertiesfacilities, contracts, books, employees and Representatives and books and records and data of or relating to the Business extent related to the transactions contemplated by this Agreement and (ii) each of Seller or Purchaser, as applicable, shall direct its respective Representatives and shall cause the Company and SubRepresentatives of its respective Affiliates, to cooperate fully with Purchaser or Seller, as the case may be, and its respective Representatives to the extent related to the transactions contemplated by this Agreement; provided, however, that nothing herein shall obligate Seller shallor Purchaser or any of their respective Affiliates to take any action that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller or Purchaser or any of their respective Affiliates is a party or to which any of their respective assets 42 are subject. Seller and Purchaser shall comply, and shall cause their respective Representatives to comply, with all safety, health and security rules applicable to the Company premises being visited. In each case, Purchaser and Sub to furnish to Buyer during that period all documents Seller, as applicable, and copies of documents and information concerning their respective Representatives shall comply with the Business as Buyer reasonably may requestconfidentiality obligations contained herein. (b) In addition to the confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to Section 6.2(a)) will be held by Purchaser in accordance with the Confidentiality Agreement, dated December 21, 2012, between Knight Capital Group, Inc., a Delaware corporation and a wholly owned subsidiary of KCG (“Knight”) and WIMC (the “Confidentiality Agreement”). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (c) Each Party hereto shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are retained by Seller or any of its Affiliates or obtained by Purchaser hereunder, as the case may be, which information relates to the Company prior to the Closing, for five (5) years after the Closing Date, or for any longer period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any Action that is then pending or threatened or any audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.2(c), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, each Party shall permit the other Party and its Representatives to have reasonable access to, and to inspect and copy (at the requesting Party’s sole expense), all materials referred to in this Section 6.2(c) on a mutually convenient basis for any reasonable business purpose, including insurance matters, financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, in connection with any disclosure obligation or the defense of any Action. (d) From and after the Closing Date: (i) , Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing. (c) Buyer shall hold, and shall cause its representatives to hold, all such information Affiliates and documents Representatives to) keep confidential any and all confidential information relating to the Company or Purchaser or their respective Affiliates that remains in or comes into such Seller’s or such Affiliate’s or Representative’s possession in any form. The foregoing shall not preclude Seller from (i) disclosing such confidential information if (A) compelled to disclose the same by any Governmental Authority, judicial or administrative process or by other requirements of any applicable Law or (B) reasonably necessary with respect to the prosecution or defense of any Action that is then pending or threatened against the disclosing party or with respect to any audit (subject to the following provisions of this Section 6.2(d)), (ii) discussing or using such confidential information and documents delivered pursuant to this agreement confidential and, if the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information same hereafter is in the public domain (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to as a request or order under applicable laws and regulations or pursuant to result of a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination breach of this Agreement) or (iii) discussing or using such confidential information if the same is acquired from a Person that is not known to Seller or any of Seller’s Affiliates or Representatives to be under an obligation to keep such information confidential. If Seller or its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or 43 other process) to disclose any confidential information, it is agreed that Seller will provide Purchaser with prompt prior written notice, to the extent practicable and legally permitted, of any such request or requirement so that Purchaser may seek an appropriate protective order or waive compliance with the provisions of this Section 6.2(d). If a protective order or the receipt of a waiver hereunder has not been obtained, or if prior notice is not possible, and Seller has been advised by its counsel that it is compelled to disclose confidential information, Seller may disclose that portion of the confidential information that its counsel advises Seller it is compelled to disclose. In any event, neither Seller nor any of its Representatives will oppose action by Purchaser to obtain any appropriate protective order or other reliable assurance that confidential treatment will be accorded such information.