Common use of Access and Confidentiality Clause in Contracts

Access and Confidentiality. (a) Until the Closing Date, upon reasonable prior notice and subject to applicable Requirements of Law relating to the exchange of information, Parent and the Sellers will permit the Purchaser and its authorized representatives to have reasonable access, during regular business hours for purposes consistent with this Agreement, to the personnel (including the employees, and shall instruct such personnel to cooperate with Purchaser), properties and financial books and records relating to the Business (including reasonable access to the servicing reports, systems and procedures of Target National Bank), to the extent that such access does not materially interfere with the business of Parent or the Sellers; provided, that the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Dateand termination of this Agreement in accordance with its terms, upon reasonable prior notice and subject to applicable Requirements of Law relating and insofar as Seller is able pursuant to the exchange terms of informationthe Final CMA Order, Parent (i) Seller shall, and shall direct the Sellers will Trayport Companies to, permit the Purchaser Purchasers and its authorized their agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the personnel (including the employeesproperties, premises, facilities, employees and shall instruct such personnel to cooperate with Purchaser), properties representatives and financial books and records relating to of the Business Trayport Companies (including reasonable access to and the servicing reports, systems and procedures of Target National Bank)Seller, to the extent related to the Sale), and (ii) Seller shall, and shall direct the Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives to the extent related to the Sale; provided, however, that such access does not materially interfere with nothing herein shall obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the business normal course of Parent their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the Sellers; terms of any Contract to which Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the Purchaser fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchasers shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchasers and their agents and representatives shall comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilegeherein.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Dateand termination of this Agreement in accordance with its terms, upon reasonable prior notice and subject to applicable Requirements of Law relating to Law, (i) Sellers shall, and shall cause the exchange of informationTrayport Companies to, Parent and the Sellers will permit the Purchaser and its authorized agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the personnel (including the employeestheir respective properties, premises, facilities, employees and shall instruct such personnel to cooperate with Purchaser), properties representatives and financial books and records relating to of the Business Trayport Companies (including reasonable access to and the servicing reports, systems and procedures of Target National Bank)Sellers, to the extent that such access does not materially interfere related to the Sale), and (ii) Sellers shall, and shall cause the Trayport Companies to, direct their respective employees, agents and representatives and shall cause their respective employees, agents and representatives, to cooperate fully with Purchaser and its agents and representatives to the business of Parent or extent related to the SellersSale; provided, however, that nothing herein shall obligate Sellers or their Affiliates to take any actions 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 Sellers or their Affiliates is a party or to which any of their respective assets are subject; provided, however, that Sellers shall give notice to Purchaser of the fact that it is withholding information or documents pursuant to this clause (B) and Sellers shall use their reasonable best efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchaser shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchaser and such its agents and representatives shall comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilegeherein.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Dateand termination of this Agreement in accordance with its terms, upon reasonable prior notice and subject to applicable Requirements of Law relating to Law, (i) Sellers shall, and shall cause the exchange of informationNGX/Shorcan Companies to, Parent and the Sellers will permit the Purchaser and its authorized agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the personnel (including the employeesproperties, premises, facilities, employees and shall instruct such personnel to cooperate with Purchaser), properties representatives and financial books and records relating to of the Business NGX/Shorcan Companies (including reasonable access to and the servicing reports, systems and procedures of Target National Bank)Sellers, to the extent related to the Sale), and (ii) Sellers shall, and shall cause the NGX/Shorcan Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchaser and its agents and representatives to the extent related to the Sale; provided, however, that such access does not materially interfere with nothing herein shall obligate Sellers or their Affiliates to take any actions that would (A) unreasonably interrupt the business normal course of Parent their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the Sellers; terms of any Contract to which any Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Sellers shall give notice to Purchaser of the fact that it is withholding information or documents pursuant to this clause (B) and Sellers shall use their commercially reasonable efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchaser shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchaser and such its agents and representatives shall comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilegeherein.

Access and Confidentiality. (a) Until From the Effective Date until the earlier of the Closing Dateand termination of this Agreement in accordance with its terms, upon reasonable prior notice and subject to applicable Requirements of Law relating to the exchange of informationLaw, Parent (i) Seller and the Sellers Company, on the one hand, and Purchaser, on the other, will permit the Purchaser other and its authorized representatives 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, facilities, employees and Representatives and books and records to the personnel extent related to the transactions contemplated by this Agreement and (including ii) each of Seller or Purchaser, as applicable, shall direct its respective Representatives and shall cause the employeesRepresentatives 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 or 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 instruct such personnel cause their respective Representatives to cooperate comply, with Purchaser)all safety, properties health and financial books and records relating security rules applicable to the Business (including reasonable access to the servicing reportspremises being visited. In each case, systems and procedures of Target National Bank), to the extent that such access does not materially interfere with the business of Parent or the Sellers; provided, that the Purchaser and such representatives Seller, as applicable, and their respective Representatives shall comply with the confidentiality obligations contained herein and herein. (b)In addition to the confidentiality arrangements contained herein, all information provided or obtained in connection with the Credit Card Program transactions contemplated by this Agreement and (including pursuant to Section 6.2(a)) will be held by Purchaser in accordance with the Mutual Non-Disclosure Confidentiality Agreement, dated as December 21, 2012, between Knight Capital Group, Inc., a Delaware corporation and a wholly owned subsidiary of February 9, 2011, by KCG (“Knight”) and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent WIMC (the “Confidentiality Agreement”); . In the event of a conflict or inconsistency between the terms of this Agreement and providedthe Confidentiality Agreement, furtherthe 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 foregoing shall not 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) require the Sellers to permit required by any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure Governmental Authority or (ii) require 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, Seller shall (and shall cause its Affiliates and 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 Sellers prosecution or defense of any Action that couldis 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 if the same hereafter is in the public domain (other than as a result of a breach of this Agreement) or (iii) discussing or using such disclosureconfidential 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, have 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 effect of causing the waiver extent practicable and legally permitted, of any attorney-client privilege.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. Section 6.3

Access and Confidentiality. (a) Until From the Closing Datedate hereof to the Closing, upon reasonable prior notice and subject to applicable Requirements of Law relating to Law, (i) each of Sellers, on the exchange of informationone hand, Parent and Purchaser, on the Sellers other, will permit the Purchaser other and its authorized their respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the personnel (including the employeestheir respective properties, premises, facilities, employees and shall instruct such personnel to cooperate with Purchaser), properties representatives and financial books and records relating to the Business (records, including reasonable access to the servicing reportsall computer tapes and similarly stored data, systems and procedures of Target National Bank), but only to the extent that such access does not materially unreasonably interfere with the business of Parent 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 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; providedprovided that, that the in each case, Purchaser and such each Seller, as applicable, and its respective representatives shall comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”)herein; and provided, further, that the foregoing shall not (i) require Sears or any of its Affiliates, on the Sellers one hand, or Purchaser or any of its Affiliates, on the other, to permit any inspection, or to disclose any information, that in their reasonable judgment (x) would result in the disclosure of any trade secrets of third parties parties, or any trade secrets of Sears or Purchaser, as the Sellers case may be, or of any of their Affiliates unrelated respective Affiliates, unless such trade secrets are related to the Business transactions contemplated hereby and by the Related Agreements, or (y) violate any obligations of Sears or Purchaser, as the Sellers case may be, to any third party with respect to confidentiality if the Sellers confidentiality, provided that Sears or Purchaser, as applicable, shall have used commercially 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 Sellers case may be, or any of their respective Affiliates, that couldwould reasonably be expected, as a result of such disclosure, and in the opinion of counsel, to have the effect of causing the waiver of any attorney-client privilege.

Access and Confidentiality. (a) Until From the Effective Date until the earlier of the Closing Dateand termination of this Agreement in accordance with its terms, upon reasonable prior notice and subject to applicable Requirements of Law relating to the exchange of informationLaw, Parent (i) Seller and the Sellers Company, on the one hand, and Purchaser, on the other, will permit the Purchaser other and its authorized representatives 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, facilities, employees and Representatives and books and records to the personnel extent related to the transactions contemplated by this Agreement and (including ii) each of Seller or Purchaser, as applicable, shall direct its respective Representatives and shall cause the employeesRepresentatives 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 or 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 instruct such personnel cause their respective Representatives to cooperate comply, with Purchaser)all safety, properties health and financial books and records relating security rules applicable to the Business (including reasonable access to the servicing reportspremises being visited. In each case, systems and procedures of Target National Bank), to the extent that such access does not materially interfere with the business of Parent or the Sellers; provided, that the Purchaser and such representatives Seller, as applicable, and their respective Representatives shall comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilegeherein.

Access and Confidentiality. (a) Until the Closing Date, upon reasonable prior notice and subject to applicable Requirements of Law relating to the exchange of information, Parent (i) Seller shall, and the Sellers will shall cause Pier 1 Bank to, permit the Purchaser and its authorized representatives to have reasonable access, during regular business hours for purposes consistent with this Agreement, to the personnel (including the employees, and shall instruct such personnel to cooperate with Purchaser), properties and financial books Books and records Records relating to the Business (Business, including reasonable access to the servicing reports, systems Master File and procedures of Target National Bank)the Cardholder List, to the extent that such access does not materially unduly interfere with the business of Parent the Seller or the SellersPier 1 Bank; provided, provided that the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Credit Card Program Confidentiality Agreement (defined below); and in (ii) Seller and Pier 1 Bank or the Mutual Non-Disclosure AgreementPurchaser, dated as applicable, shall direct its respective employees, agents and representatives and shall cause the employees, agents and representatives of February 9its respective Affiliates, 2011to cooperate fully with the Purchaser or Seller, by and between The Toronto-Dominion Bankas the case may be, on behalf of itself and its subsidiariesrespective representatives in accessing such items; provided, that, in each case, the Purchaser and Seller, as applicable, and its respective representatives shall comply with the Parent (the “Confidentiality Agreement”); confidentiality obligations contained herein, and provided, further, that the foregoing shall not (i1) require the Sellers Seller or Pier 1 Bank to permit any inspection, or to disclose any information, that in their reasonable judgment is prohibited or would result in the disclosure of any proprietary information or trade secrets of third parties (including FACS Group, Inc.) or trade secrets of the Sellers Seller or their its Affiliates unrelated to the Business or violate any obligations of the Sellers Seller or its Affiliates to any third party with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii2) require any disclosure by the Sellers Seller or its Affiliates that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege. After the Closing, Seller shall keep confidential all Personal Information it disclosed to the Purchaser and all information relating to the Business and Pier 1 Bank, except information (other than Personal Information) which; (i) is part of the public domain; (ii) becomes part of the public domain other than as a result of a breach of these provisions by Seller; (iii) was received in good faith after Closing from an independent Person who was lawfully in possession of the information free of any obligation of confidence; (iv) is released from the provisions of this agreement by the written authorization of the Purchaser, or (v) is required to be disclosed by an applicable Requirement of Law.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Dateand termination of this Agreement in accordance with its terms, upon reasonable prior notice and subject to applicable Requirements Law, each (i) of Law relating to Sellers, on the exchange of informationone hand, Parent and Purchaser, on the Sellers other, will permit the Purchaser other and its authorized 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, facilities, employees and representatives and books and records to the personnel extent related to the transactions contemplated by this Agreement or by the Related Agreements, (including ii) Parent 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 to the extent related to the transactions contemplated by this Agreement or by the Related Agreements and (iii) Sellers shall, and shall instruct such personnel cause their Affiliates to, furnish promptly to cooperate Purchaser a copy of (x) each regulatory report, schedule, form, registrations and other documents (and any amendment with Purchaser)respect thereto) filed with any Governmental Authority to the extent related to the Business, properties and financial books and records relating (y) the internal or external reports related to the Business and (including reasonable access z) all other information concerning the Business as Purchaser may reasonably request; provided, however, that nothing herein shall obligate any Seller or any Acquired Subsidiary or any of their respective Affiliates to the servicing reports, systems and procedures of Target National Bank), to the extent take any actions that such access does not materially would (i) unreasonably interrupt or interfere with the business normal course of Parent their businesses or (ii) result in any waiver of attorney-client privilege or violate any Laws or the Sellersterms 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 expiration of any waiting period under the HSR Act and other similar Law applicable to the transactions contemplated by this Agreement, Purchaser and its representatives shall only be permitted such reasonable access which, in Seller’s discretion, after consultation with counsel, is appropriate during such review process. Purchaser shall comply, and shall cause its representatives to comply, 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 and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilegeherein.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Dateand termination of this Agreement in accordance with its terms, upon reasonable prior notice and subject to applicable Requirements Law, each (i) of Law relating to Sellers, on the exchange of informationone hand, Parent and Purchaser, on the Sellers other, will permit the Purchaser other and its authorized 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, facilities, employees and representatives and books and records to the personnel extent related to the transactions contemplated by this Agreement or by the Related Agreements, (including ii) Parent 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 to the extent related to the transactions contemplated by this Agreement or by the Related Agreements and (iii) Sellers shall, and shall instruct such personnel cause their Affiliates to, furnish promptly to cooperate Purchaser a copy of (x) each regulatory report, schedule, form, registrations and other documents (and any amendment with Purchaser)respect thereto) filed with any Governmental Authority to the extent related to the Business, properties and financial books and records relating (y) the internal or external reports related to the Business and (including reasonable access z) all other information concerning the Business as Purchaser may reasonably request; provided, however, that nothing 61 herein shall obligate any Seller or any Acquired Subsidiary or any of their respective Affiliates to the servicing reports, systems and procedures of Target National Bank), to the extent take any actions that such access does not materially would (i) unreasonably interrupt or interfere with the business normal course of Parent their businesses or (ii) result in any waiver of attorney-client privilege or violate any Laws or the Sellersterms 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 expiration of any waiting period under the HSR Act and other similar Law applicable to the transactions contemplated by this Agreement, Purchaser and its representatives shall only be permitted such reasonable access which, in Seller's discretion, after consultation with counsel, is appropriate during such review process. Purchaser shall comply, and shall cause its representatives to comply, 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 and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of 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 commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilegeherein.