Common use of Access and Information Clause in Contracts

Access and Information. (a) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the Effective Timeterms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller Parent in its reasonable discretion in the case of clause (i) below or by Buyer Ultimate Parent in its reasonable discretion in the case of clause (ii) below), the Company shall, (i) Seller Parent shall and shall cause its Subsidiaries to, upon reasonable notice, Affiliates and Representatives to (A) afford Buyer Ultimate Parent and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the employeesEmployees, propertiesthe Books and Records, books the Contracts, the assets and records properties of the Company Transferred Entities and the employees and Representatives of Seller Parent and Seller who have knowledge relating directly to the PCB Business, in each case, in order that Buyer Ultimate Parent and its Subsidiaries; provided, however, that Representatives shall have the reasonable opportunity to make such access shall not unreasonably interfere with the business or operations of the Company investigation as Buyer Ultimate Parent and its Subsidiaries Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and shall not affect the representations and warranties made transactions contemplated by the Company in this Agreement. Without limitation of the foregoing, the Company shall (B) furnish, or cause to be furnished, to Buyer Ultimate Parent and its officers and employees to (x) furnish such Representatives any financial and operating data and other information that is reasonably available to Seller Parent, Seller and their Representatives with respect to the Transferred Entities or the PCB Business as may be reasonably requested by Buyer Ultimate Parent and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller Parent, Seller and their Affiliates who have knowledge relating directly to the PCB Business to cooperate reasonably with Buyer Ultimate Parent and its Representatives in their investigation of the PCB Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer Ultimate Parent in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by the Buyer Parties, and (ii) Buyer Ultimate Parent shall and shall cause its Affiliates and Representatives to (A) afford Seller Parent and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Buyer Employees, the Buyer Books and Records, the Contracts, the assets and properties of the Buyer Ultimate Parent and its Controlled Affiliates and the employees and Representatives of the Buyer Ultimate Parent and its Controlled Affiliates who have knowledge relating directly to its business, in each case, in connection with such investigation as Seller Parent and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller Parent and its Representatives any financial and operating data and other information that is reasonably available to Buyer Ultimate Parent and its Controlled Affiliates and their Representatives with respect to Buyer Ultimate Parent and its Controlled Affiliates as Seller Parent and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer Ultimate Parent and its Controlled Affiliates who have knowledge relating to Buyer Ultimate Parent and its Controlled Affiliates to cooperate reasonably with Seller Parent and its Representatives in their investigation of Buyer Ultimate Parent and its Controlled Affiliates and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller Parent in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by the Seller Parties; provided, however, that any such access to information shall be conducted at the expense of the requesting Party (such cost not to include manager time incurred by the Providing Party of its Affiliates), at a reasonable time, under the supervision of the Providing Party or its Representatives and not to interfere with the normal operations of the business of the Providing Party or its Affiliates; provided, further, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege, (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including using commercially reasonable efforts to seek to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality or (C) cause competitive harm to the Providing Party or its Affiliates if the transactions contemplated by this Agreement are not consummated, or (z) based on the advice of counsel to the party that is providing access, is prohibited by applicable Law; provided, further, that with respect to clauses (x) and (y) respond of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such reasonable inquiries information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller Parent or Buyer Ultimate Parent, as the case may be, or such Person or Persons as may be made designated by Seller Parent from time to time. Prior to their filingor Buyer Ultimate Parent, as the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementcase may be. (b) Prior Following the Closing Date, to the Effective Timeextent permitted by applicable Law, Buyer Ultimate Parent agrees to provide (or cause its Subsidiaries and Representatives to provide) Seller Parent and its Representatives with reasonable access, during regular business hours and upon reasonable advance notice, to the Books and Records and any other documents that any Buyer Party acquires pursuant to this Agreement and to the Buyer Parties’ employees and Representatives, in each case, to the extent that any such Books and Records are related to any Transferred Entity or the PCB Business during the period prior to the Closing Date and otherwise necessary or expedient for Seller Parent or its Representatives to comply with the terms of this Agreement, any applicable Law or any request of a Government Entity; provided, however, that any such access and review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the business of the Buyer Parties or any of their Affiliates; provided, further, that in no event shall Seller Parent or its Representatives have access to any information if allowing that access (x) based on advice of counsel of Buyer Ultimate Parent, information or cooperation pursuant to this Section 6.1(b), would reasonably be expected to result in the loss of attorney-client privilege, (y) would in the reasonable judgment of Buyer Ultimate Parent violate any obligation of any of the Buyer Parties with respect to confidentiality so long as such Buyer Party has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality (and Buyer Ultimate Parent shall not after the date hereof enter into any such obligation or permit any of its Controlled Affiliates (including any Transferred Entities) to do so), or (z) based on the advice of counsel, is prohibited by applicable Law. Seller Parent shall bear any out-of-pocket costs incurred in connection with the provision of such access by Buyer Ultimate Parent following the Closing Date. In addition to the other obligations set forth herein, Buyer Ultimate Parent shall, and shall cause its Subsidiaries Controlled Affiliates (including the Transferred Entities) and its Representatives to, upon reasonable notice, afford the Company retain and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All preserve all of the requirements of Books and Records and all other documents that any Buyer Party acquires pursuant to this Section 5.4(b) shall be subject to Agreement in accordance with its customary retention policy and in any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementevent for five years following Closing. (c) Prior Buyer Ultimate Parent undertakes, for a period of five years from the Closing Date, to: (i) keep in a safe place and with the same security measures that apply to Buyer Ultimate Parent’s own secure documentation (which Buyer Ultimate Parent confirms are appropriate for a comparable business as carried on by Buyer Ultimate Parent) the Books and Records within its possession to ensure that they are maintained for a period of five years after the Closing Date; (ii) upon written request from Seller Parent, Buyer Ultimate Parent will use commercially reasonable efforts, subject to the Effective Timecapabilities of the Transferred Entities acquired on the Closing Date, to provide the Company document or copy of the document within a reasonable period of time following receipt of such written request; and (iii) give to Seller Parent a copy of any document included in the Books and Records within five Business Days from the receipt of a written request from Seller Parent. Seller Parent agrees, solely with respect to Buyer Ultimate Parent’s obligations under this Section 6.1(c) and without affecting any other obligation of Buyer Ultimate Parent in this Agreement, that it shall promptly provide Parent with only request copies of all monthly Books and other interim financial statements as the same become available. The Company shall also provide Parent Records in connection with prompt written notice of any investigations by Governmental Entitiesa (i) bona fide obligation to respond to a request from a competent, Government Entity to disclose Books and Records or (ii) necessary or expedient to comply with applicable Law, or information included in such Books and Records, and undertakes, provided it is in Seller Parent’s reasonable opinion practicable and permitted by Law, to provide evidence of such request in a form reasonably satisfactory to Buyer Ultimate Parent at the institution time the request for the Books and Records is made (and, if it is not practicable or permitted, shall instead provide a certificate signed on behalf of material litigation Seller Parent confirming that such request is in response to a bona fide regulatory, governmental, legal or judicial requirement). Without prejudice to Buyer Ultimate Parent’s obligation to maintain appropriate security measures pursuant to clause (including all litigation relating to the transactions contemplated herebyi), nothing herein shall require Buyer Ultimate Parent to create, alter or modify any of its information technology systems in order to comply with this Section 6.1(c); it being understood that the foregoing shall not affect Buyer Ultimate Parent’s obligation to maintain Books and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyRecords for five years.

Access and Information. (a) Prior to From the Effective Time, date of this Agreement until the Company shall, Closing Date and shall cause its Subsidiaries to, upon reasonable notice, afford and subject to applicable Law relating to the exchange of information, Parent and its counselSeller shall afford to Buyer's officers, employees, accountants, consultants legal counsel and other authorized representatives reasonable accessrepresentatives, access during normal business hourshours to all its properties, books, contracts, commitments and records relating to the Business, but excluding any books, contracts, commitments and records in any way related to the sale of the Business. (b) From the date of this Agreement and until the Closing Date, Seller shall furnish promptly to Buyer (i) a copy of each nonconfidential filing made by Parent with the Securities and Exchange Commission (the "SEC"), under the HSR Act or under any other applicable Laws promptly after such documents are available, (ii) a copy of each Tax Return filed by Parent for the three most recent years available with respect to or containing information pertaining to the Business, a copy of any correspondence received from the IRS or any other governmental entity or taxing authority or agency and any other correspondence relating to Taxes payable with respect to the Business, and (iii) all other information concerning the Business as Buyer may reasonably request, other than in each case reports or documents which neither Seller nor Parent is permitted to disclose under applicable Law or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (c) Unless otherwise required by Law, the parties will hold any such information which is nonpublic in confidence until such time as such information becomes publicly available through no wrongful act of either party, and in the event of termination of this Agreement for any reason each party shall promptly return all nonpublic documents obtained from any other party, and any copies made of such documents, to such other party or destroy such documents and copies. From the employees, properties, books and records date hereof until the earlier of the Company Closing Date or the termination of this Agreement, and its Subsidiariessubject to the other provisions of this Agreement, the parties agree that they will take no actions outside of the ordinary course of business to harm the value of the Business conducted by Seller; provided, however, that such access this limitation shall not unreasonably interfere with limit the business or operations ability of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company parties to engage in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to normal competition with each other (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursincluding, to the employeesextent applicable, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject effecting price adjustments to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementtheir respective products). (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof until the Effective Time, the Company shall, and shall cause its respective Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and promptly provide to Purchaser (i) a copy of each report filed with a Governmental Entity (other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere than publicly available periodic reports filed with the SEC or “confidential supervisory information” that is prohibited from disclosure), (ii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its board of directors, (iii) copies of each annual, interim or special audit of the financial statements of the Company and its Subsidiaries made by its independent registered public accountants and copies of all internal control reports submitted to the Company by such accountants, or by any other accounting firm rendering internal audit services, in connection with each annual, interim or special audit of the financial statements of the Company and its Subsidiaries made by such accountants; (iv) such additional financial data that the Company possesses and as Purchaser may reasonably request, including without limitation, monthly financial statements and loan reports and deposit reports; (v) a copy of each press release made available to the public and (vi) all other information concerning its business, properties and personnel as may be reasonably requested, provided that Purchaser shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees be entitled to receive reports or other documents relating to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and matters involving this Agreement, (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingpending or threatened litigation or investigations if, in the opinion of counsel, the Company shall furnish as promptly as practicable to Parent a copy disclosure of each registration statementsuch information would or might adversely affect the confidential nature of, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries privilege relating to, upon reasonable noticethe matters being discussed, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b(z) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementmatters involving an Acquisition Proposal. (c) Prior The Company and Purchaser will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the Effective Timeconsummation of the transactions contemplated by this Agreement and to hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents. (d) Following the receipt of all regulatory approvals, the Company shall promptly provide Parent with copies give notice, and shall cause Savings Institute Bank and Trust Company to give notice, to a designee of Purchaser, and shall invite such Person to attend all monthly regular and other interim financial statements as special meetings of the same become availableBoard of Directors of the Company and Savings Institute Bank and Trust Company. The Company Such designee shall also provide Parent with prompt written notice have no right to vote and shall not attend sessions of any the Boards of Directors or committees thereof during which there is being discussed (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations by Governmental Entitiesif, in the opinion of counsel to the Company, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the institution matters being discussed, or (iii) matters involving an Acquisition Proposal. (e) From and after the date hereof, representatives of material litigation (including all litigation relating to the transactions contemplated hereby), Purchaser and the Company shall keep Parent informed meet on a regular basis to discuss and plan for the conversion of such events. Parent the Company’s and its Subsidiaries’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries. (f) Within ten (10) Business Days of the end of each calendar month, the Company shall provide Purchaser with an updated list of Loans described in Section 3.2(x)(vi). (g) The information regarding the Company with prompt written notice and its Subsidiaries to be supplied by the Company for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the institution orcircumstances under which they are made, not misleading. The Proxy Statement-Prospectus (except for such portions thereof that relate only to Purchaser or any of its knowledgeSubsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The information supplied, or to be supplied, by the threat of litigation relating Company for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated herebyby this Agreement shall be accurate in all material respects. (h) The information regarding Purchaser and its Subsidiaries to be supplied by Purchaser for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement-Prospectus (except for such portions thereof supplied by the Company or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. The information supplied, or to be supplied, by Purchaser for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated by this Agreement shall be accurate in all material respects.

Access and Information. (a) Prior Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof until the Effective Time, the Company shall, and shall cause its respective Subsidiaries to, upon promptly provide to Purchaser (i) a copy of each report filed with a Governmental Entity (other than publicly available periodic reports filed with the SEC), (ii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as may be reasonably requested, provided that Purchaser shall not be entitled to receive reports or other documents relating to (x) matters involving this Agreement, (y) pending or threatened litigation or investigations if, in the opinion of counsel, the disclosure of such information would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (z) matters involving an Acquisition Proposal. (c) The Company and Purchaser will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and to hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents. (d) Following the receipt of all regulatory approvals, the Company shall give notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursshall cause Xxxxxxx Savings to give notice, to a designee of Purchaser, and shall invite such person to attend all regular and special meetings of the employees, properties, books and records Board of Directors of the Company and Xxxxxxx Savings during the thirty (30) days prior to the Closing Date. The Company’s Disclosure Schedule sets forth the regularly scheduled meetings of the Boards of Directors of the Company and Xxxxxxx Savings to be held in 2017 and 2018, which disclosure is hereby deemed to constitute notice of and an invitation to Purchaser’s designee to attend such meetings. Purchaser shall have one designee attend any such board meetings. Such designee shall have no right to vote and shall not attend sessions of the Boards of Directors or committees thereof during which there is being discussed (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel to the Company, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal. (e) From and after the date hereof, representatives of Purchaser and the Company shall meet on a regular basis to discuss and plan for the conversion of the Company’s and its Subsidiaries; provided, however, that such access shall not unreasonably interfere ’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries with the business goal of conducting such conversion simultaneously with the consummation of the Bank Merger or operations as soon thereafter as possible. (f) Within ten (10) Business Days of the end of each calendar month, the Company shall provide Purchaser with an updated list of Loans described in Section 3.2(x)(vi). (g) The information regarding the Company and its Subsidiaries to be supplied by Company for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement-Prospectus (except for such portions thereof that relate only to Purchaser or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and shall not affect the representations rules and warranties made regulations thereunder. The information supplied, or to be supplied, by the Company for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated by this Agreement. Without limitation Agreement shall be accurate in all material respects. (h) The information regarding Purchaser and its Subsidiaries to be supplied by Purchaser for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the foregoingcircumstances under which they are made, not misleading. The Joint Proxy Statement-Prospectus (except for such portions thereof supplied by the Company or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. (i) Within twenty (20) Business Days of each month end, beginning October 31, 2017, the Company shall cause provide to Purchaser a report from Darling Consulting Group, Inc.(or if Darling Consulting Group, Inc. is not available to produce such report, a consultant as agreed to by both parties) detailing its officers interest-rate sensitivity as measured by the Company’s EVE and employees NII. Such report shall include the sensitivity of the Company’s NII and EVE as of the relevant month end to all interest rate ramp and shock scenarios presented in the Xxxxxxx Savings Bank Asset/Liability Management Review as of June 30, 2017 (x) furnish which is included in the Company’s Disclosure Letter). The Company will provide to Purchaser such financial and operating data and other information related to the Company’s interest-rate sensitivity as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementrequested. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. From the date hereof until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller will, and will cause its Subsidiaries to, (a) Prior afford to Purchaser and its Representatives reasonable access during Seller’s and its Subsidiaries’ normal business hours to all of Seller’s and its Subsidiaries’ properties (including the Facilities), books, contracts, commitments, reports of examination and records exclusively relating to the Effective TimeBusiness, the Company Purchased Assets or the Assumed Liabilities, (b) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Subsidiaries of Seller, the Business, the Purchased Assets or the Assumed Liabilities as Purchaser or any of its Representatives may reasonably request and (c) instruct the Representatives of Seller to cooperate with Purchaser in its investigation of the Business, the Purchased Assets and the Assumed Liabilities (including, in each case under clauses (a), (b) and (c), in connection with a third party audit of Seller’s RIN and LCFS Credit activity); provided, however, that (i) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller or its Subsidiaries, (ii) without the prior written consent of Seller, Purchaser shall have no right to perform invasive or subsurface investigations of any real property and (iii) Seller shall not be required to disclose any information to Purchaser or its Representatives if such disclosure would, in Seller’s reasonable discretion: (1) cause significant competitive harm to Seller, its Subsidiaries and their respective businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (2) jeopardize any attorney-client or other privilege or (3) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Purchaser shall, and shall cause its Subsidiaries Representatives to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to abide by the employees, properties, books and records terms of the Company and its Subsidiaries; provided, however, that such Confidentiality Agreement with respect to any access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement provided pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement4.1. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Upon reasonable prior notice and subject to the Effective TimeApplicable Law, the Company shall, and shall cause its the Company Subsidiaries to, upon reasonable notice, afford to Parent and its financial advisors, legal counsel, accountantsfinancing sources, consultants and accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access, access during normal business hours, to hours and without undue disruption of the employees, properties, books and records normal business activities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and the termination of this Agreement, to all of its Subsidiariesor their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information as Parent may reasonably request; provided, however, provided that (a) the Company and the Company Subsidiaries shall not be obligated to provide access to (i) any information that would result in the loss of attorney-client privilege with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access shall or disclosure in a manner that does not unreasonably interfere result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent), (ii) any information that would result in a breach of an agreement to which the business Company or operations any of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, is a party (provided that the Company shall cause its officers use reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and employees failing the receipt of such consent or waiver, shall use commercially reasonable efforts to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time make appropriate substitute disclosure and/or access arrangements), and (yiii) respond any information that would violate any Applicable Law, (b) no investigation pursuant to such reasonable inquiries as may be this Section 8.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by Parent from time to time. Prior to their filing, this Agreement and (c) the Company and Company Subsidiaries shall furnish as promptly as practicable not be required to conduct, or permit Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of the confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement”). (b) The Company hereby agrees that the Confidentiality Agreement is hereby amended as of the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this delete Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement6 therefrom. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to [Reserved] (b) After the Effective TimeClosing Date, the Company shallSeller and Buyer shall provide, and shall cause its Subsidiaries totheir respective Affiliates to provide, upon reasonable noticeto each other and to their respective officers, afford Parent and its counselemployees, accountants, consultants counsel and other authorized representatives representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege), reasonable accessaccess for inspection and copying of all Business Records, during normal business hoursGovernmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the employeesCATV Business, propertiesthe Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the CATV Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; (iii) prepare any and all historical or pro forma financial statements related to the CATV Business for purposes of complying, or preparing to comply, with any rules or regulations of the Securities and Exchange Commission; or (iv) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. (c) The access to files, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made contemplated by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) 5.1 shall be subject to any prohibitions or limitations of applicable law during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the Confidentiality Agreementparty having custody or control thereof may impose to preserve the confidentiality of information contained therein. (bd) Prior to the Effective TimeBuyer, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), Seller and the Company Subsidiaries shall keep Parent informed of such events. Parent shall provide preserve all Business Records, Licenses and Governmental Permits to which they retain title for at least seven (7) years after the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyClosing Date.

Access and Information. (a) Prior Upon reasonable prior notice and subject to the Effective TimeApplicable Law, each of the Company and Parent shall, and shall respectively cause its their respective Subsidiaries to, upon reasonable notice, afford Parent to the other party and its financial advisors, legal counsel, accountantsfinancing sources, consultants and accountant or other advisor, agent or authorized representatives representative (collectively, “Representatives”) reasonable access, access during normal business hours, hours and without undue disruption of normal business activity throughout the period prior to the employeesEffective Time to all of its books, records, properties, books premises and records of the Company and its Subsidiaries; providedpersonnel and, howeverduring such period, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries furnish, and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoingcause to be furnished, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as reasonably practicable to Parent the other party, (a) a copy of each registration statement, prospectus, report, form schedule and other document (if any) that will be filed or received by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of the federal securities laws or state securities Lawsa Governmental Entity, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall except, with respect to examination reports, as may be subject to any prohibitions or limitations of applicable law restricted by Applicable Law and shall be subject to the Confidentiality Agreement. (b) Prior to all other information as the Effective Timeother party reasonably may request; provided, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford that (i) the Company and its counsel, accountants, consultants Parent (and other authorized representatives reasonable access, during normal business hours, their respective Subsidiaries) shall not be obligated to disclose more than ten (10) Business Days prior to the employeesestimated Closing Date (A) any competitively sensitive information, properties(B) any information that in the reasonable Judgment of the Company or Parent, books as the case may be, would result in the loss of attorney-client privilege with respect to such information or (C) any information that would result in a breach of an agreement to which the Company or Parent (or any of their respective Subsidiaries) is a party and records of Parent and its Subsidiaries; provided, however, that such access (ii) no investigation pursuant to this Section 8.1 shall not unreasonably interfere with the business affect any representations or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All herein or the conditions to the obligations of the requirements of this respective parties to consummate the Merger. If either party intends to rely on Section 5.4(b8.1(b)(i) to withhold information from the other party, such party shall be subject advise the other party as to any prohibitions or limitations of applicable law such intention and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company other party with prompt written notice a sufficient summary of the institution orwithheld information in order for the other party to evaluate the basis of the non-disclosure. Each party shall continue to abide by the terms of the Confidentiality Agreement between Parent and the Company, to its knowledgedated February 17, 2006, as amended (the threat of litigation relating to the transactions contemplated hereby“Confidentiality Agreement”).

Access and Information. (a) Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the exchange of information, for the purpose of BancShares and FCB verifying the representations and warranties of the Company and compliance by the Company with its covenants and agreements set forth herein, and preparing for the Mergers and the other matters contemplated by this Agreement (including for purposes of integration planning), the Company shall, and shall will cause its Subsidiaries to, upon reasonable noticeafford to BancShares and FCB and their representatives (including their directors, afford Parent officers, and its employees and financial advisors, legal counsel, accountants, consultants and other authorized representatives professionals retained by BancShares or FCB) reasonable access, access during normal business hours, hours to the employeesbooks, records, Contracts, properties, books assets, personnel, and records information technology systems of the Company Parties and their Subsidiaries, as well as such other information relating to the Company Parties or their Subsidiaries as BancShares or FCB may reasonably request. (b) From the date of this Agreement until the Effective Time, each Party shall promptly furnish or make available to the other Parties (i) a copy of any report, application, notice, schedule, or other document or instrument filed by such Party or any of its Subsidiaries with or received by such Party or any of its Subsidiaries from any Governmental Entity (other than any such materials which are not permitted to be disclosed under applicable Law) and (ii) such other information regarding such Party and its Subsidiaries; providedSubsidiaries and its and their respective businesses, howeverproperties, assets, liabilities, or personnel as the other Parties may reasonably request. (c) Any investigation by BancShares, FCB or their representatives pursuant to this Section 7.3 shall be conducted in a manner that such access shall does not unreasonably interfere with the business or operations of the Company and or its Subsidiaries and Subsidiaries. No investigation by BancShares, FCB or their representatives pursuant to this Section 7.3 shall not affect or be deemed to modify any of the representations and warranties made by representations, warranties, covenants, or agreements of the Company set forth in this Agreement. Without limitation The Company and its Subsidiaries shall not be required to provide access to or to disclose information pursuant to this Section 7.3 where such access or disclosure would violate or prejudice the rights of customers of the foregoingCompany Parties, jeopardize the attorney-client privilege of the Company Party in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense, or similar agreement between the Parties), or contravene any Law, fiduciary duty, or binding Contract entered into prior to the date of this Agreement. The Company agrees to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the immediately preceding sentence apply. (d) The Confidentiality Agreement, to the extent the same is not inconsistent with the terms of this Agreement, will remain in full force and effect following the date of this Agreement, whether or not the Merger occurs, in accordance with its terms, and each of BancShares, on the one hand, and the Company, on the other hand, shall cause its officers and employees to (x) furnish such financial and operating data and hold all information furnished by or on behalf of the other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Party or any of its Subsidiaries after the date of Subsidiaries, or their representatives, pursuant to this Agreement pursuant in confidence to the requirements extent required by, and in accordance with, the provisions of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior From the date the transaction is disclosed to the Effective TimeEmployees (or, if earlier, the Company date five (5) days after execution of this Agreement) up to the applicable Closing Date, the Seller shall, on reasonable notice and subject to applicable Law, attorney privilege rights and competitively sensitive information regarding Contracts which are not Assumed Contracts, (i) give the Purchaser and its accountants, counsel, consultants, employees and agents, access for inspection for reasonable periods of time during normal business hours to all documents, records and information relating to the extent applicable to the Operations, the Transferring Employees (other than the employee data that is an Excluded Asset under Section 2.1(2)(g)) currently employed in the Operations conducted by such Designated Seller, and the Facility/ Design Assets as the Purchaser shall cause reasonably request, and (ii) give the Purchaser and its Subsidiaries toemployees reasonable access to employees of the Seller or the Designated Seller involved in the transition of the Operations from the Seller and the Designated Seller to the Purchaser and the Designated Purchaser. In addition, upon the Seller shall, on reasonable notice, afford Parent permit the Purchaser and its accountants, counsel, accountantsconsultants, consultants employees and other authorized representatives agents reasonable access, access during normal business hours, hours to the employeesFacility/ Design Assets for the purpose of conducting such inspections and performing such investigations as the Purchaser may reasonably require to satisfy itself as to the condition, quality, quantity and state of repair of the Facility/ Design Assets as the Purchaser may reasonably request in its review of the properties, books assets and records business affairs of the Company Operations and the above-mentioned documents, records and information. All information that is made available, disclosed or provided to the Purchaser and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and representatives shall be subject to the terms of the Confidentiality Agreement. (b) Prior . The Purchaser shall conduct any inquiries pursuant to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, this Section 5.3 in such a manner so as not to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or normal operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this AgreementOperations or the Seller. All of the requirements of this Section 5.4(b) requests for access shall be subject directed to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective TimeXxxxxx Xxxxxx, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental EntitiesNortel Networks Limited, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyhis delegates.

Access and Information. (a) Prior Each of the Sellers and Purchaser will afford to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent other and its counsel, accountants, consultants and other authorized representatives reasonable access, Representatives (as hereinafter defined) such access during normal business hours, hours throughout the period prior to the Closing Date to its, and in the case of the Sellers', PGM's or the PGM Joint Ventures' books records, offices, and other facilities and to its shareholders, officers, directors, employees, propertiesinvestment bankers, books attorneys, accountants and records of other agents or affiliates as the Company and its Subsidiaries; providedother party may reasonably request, however, provided that such access investigation shall not unreasonably interfere with such party's ability to conduct its business in the business or operations ordinary course and that neither party shall contact any of the Company other party's key employees, vendors, or customers without first obtaining consent of the other party, which consent shall not be unreasonably withheld. No investigation or absence of investigation by Purchaser of PGM and the PGM Joint Ventures or by Seller of Purchaser prior to the date hereof or pursuant to this Section shall be deemed to modify any of the representations or warranties contained herein. (a) All Information (as hereinafter defined) disclosed to a Recipient (as hereinafter defined) and its Subsidiaries Representatives shall be utilized by the Recipient and its Representative for the sole purpose of evaluating the Closing and shall be kept confidential until the Closing is consummated. In the event the Closing is not consummated, each Recipient and its Representatives shall continue to keep the Information confidential and shall not affect the representations and warranties made by the Company directly or indirectly utilize such Information in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant way detrimental to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementDisclosing Party. (b) Prior to the Effective TimeAs used herein, Parent shall"Disclosing Party" means Purchaser, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental EntitiesPGM, or the institution of material litigation Sellers, whichever discloses Information (including all litigation relating to the transactions contemplated herebyas hereinafter defined), and "Recipient" means Purchaser, its subsidiaries, Purchaser or the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution orSellers, to its knowledge, the threat of litigation relating to the transactions contemplated herebywhichever is receiving Information from a Disclosing Party.

Access and Information. (a) Prior Subject to Section 4.2(b) and applicable Laws relating to the Effective Timeexchange of information and the direction of any Governmental Authority, prior to the Closing, the Company shall, and Sellers shall insofar as they are able (i) cause its Subsidiaries to, upon reasonable notice, afford Parent the Acquired Entities to permit Buyer and its counsel, accountants, consultants and other authorized representatives after the date of execution of this Agreement to have reasonable access, access at reasonable times during normal business hours, hours to the employees, properties, books and records of the Company Acquired Entities, and its Subsidiaries(ii) provide Buyer with access to such information and documents in the Sellers’ possession relating to the Acquired Entities as Buyer may reasonably request; provided, however, provided that any such access shall described in the preceding sub-clauses (i) and (ii) by Buyer may not unreasonably interfere with the business or operations conduct of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation business of the foregoing, Acquired Entities or the Company shall cause its officers and employees to (x) furnish such financial and operating data and other Sellers. All information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it provided or any of its Subsidiaries after the date of this Agreement obtained pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this foregoing (including under Section 5.4(a4.2(b)) shall be subject to any prohibitions or limitations of applicable law held by Buyer in accordance with and shall be subject to the terms of the Confidentiality Agreement, dated May 5, 2010, between TMW, the indirect parent of Buyer, and the Company, Dimensions Clothing Limited and Xxxxxxx LLP (the “Confidentiality Agreement”). All such requests for information shall be made in writing to a person or persons designated by Sellers, and shall include the reason why the information is requested. (b) Prior To the extent permissible under applicable Law, from and after the Closing until the fifth anniversary of the Closing, Buyer will keep safe and afford promptly to Xxxxxxx and Management Sellers’ Representative and its agents reasonable access to the Effective Timebooks, Parent shall, records and shall cause its Subsidiaries to, upon reasonable notice, afford auditors of the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Acquired Entities to the employees, properties, books extent reasonably required by Xxxxxxx and records Management Sellers’ Representative for financial reporting and accounting matters and the preparation and filing of Parent and its Subsidiariesany Tax Returns for any period ending on or before the Closing Date or any taxable period beginning on or before the Closing Date; provided, however, provided that any such access shall by Xxxxxxx and Management Sellers’ Representative may not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All conduct of the business of the Acquired Entities or Buyer. Xxxxxxx and Management Sellers’ Representative will hold, and will use all reasonable endeavors to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the Acquired Entities held by them, whether pursuant to this Section 5.4(b4.3(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementotherwise. (c) Prior Subject to Section 4.3(d), Xxxxxxx undertakes not to disclose or communicate to any person any confidential information acquired in its capacity as a shareholder of Buyer, or from the Effective TimeXxxxxxx Director, relating to any member of the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as Buyer Group or the same become available. The Company shall also provide Parent with prompt written notice business or assets of any investigations by Governmental Entities, or member of the institution of material litigation Buyer Group. (including all litigation d) Xxxxxxx shall be permitted to: (i) make any announcement: (a) relating to the transactions contemplated herebysale and purchase of the Sale Shares made in the Buyer’s annual report; and (b) made or sent by the Xxxxxxx Investors or Xxxxxxx to any of the Institutional Investors or to the trade press, provided that the content of such announcement is in Agreed Form; and (ii) consult fully and exchange information regarding this Agreement or information acquired in its capacity as a shareholder of Buyer, or from the Xxxxxxx Director, relating to any member of the Buyer Group or the business or assets of any member of the Buyer Group with: (a) a Xxxxxxx Director; (b) any adviser to, trustee or manager of, or subject to the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), a Fund managed by Xxxxxxx; and (c) any investment advisers and any of its other professional advisers, bankers or other financiers, and provided always that Xxxxxxx shall not, and shall procure that the Company Xxxxxxx Director shall keep Parent informed not, pass any such information to any third party who Xxxxxxx knows, or ought reasonably to know, is a competitor of such events. Parent shall provide the Company with prompt written notice any member of the institution orBuyer Group, or is employed by or is otherwise connected with a competitor of the Buyer Group and Xxxxxxx shall not use such information or allow such information to be used for any purpose other than evaluating its knowledge, the threat of litigation relating to the transactions contemplated herebyinvestment in Buyer.

Access and Information. (a) Prior to the Effective TimeUpon reasonable notice, the Company shall, CNB Financial shall (and shall cause its Subsidiaries to, upon reasonable notice, ) afford Parent United Financial Bancorp and its representatives (including, without limitation, directors, officers and employees of United Financial Bancorp and its affiliates and counsel, accountants, consultants accountants and other authorized representatives professionals retained by it) such reasonable access, access during normal business hours, hours throughout the period prior to the employeesEffective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, books personnel and records of the Company and its Subsidiariesto such other information as may reasonably be requested; provided, however, that such access no investigation pursuant to this Section 5.3 shall not unreasonably interfere with the business affect or operations of the Company and its Subsidiaries and shall not affect the representations and warranties be deemed to modify any representation or warranty made by the Company CNB Financial in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to From the date hereof until the Effective Time, Parent CNB Financial shall, and shall cause its CNB Financial’s Subsidiaries to, upon reasonable noticepromptly provide United Financial Bancorp with (i) a copy of each report filed with federal or state banking regulators, afford the Company (ii) a copy of each periodic report to its senior management and all materials relating to its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations furnished to its Board of Parent Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as United Financial Bancorp may reasonably request and United Financial Bancorp shall, and shall cause United Financial Bancorp’s Subsidiaries to, promptly provide CNB Financial with a copy of each periodic report filed with the SEC and call reports filed with federal or state bank regulators. Notwithstanding the foregoing, neither CNB Financial nor its Subsidiaries and shall not affect be required to provide access to or to disclose information where such access or disclosure would violate the representations and warranties made by Parent rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. All The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementprevious sentence apply. (c) Prior United Financial Bancorp will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the Effective Timeconsummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, United Financial Bancorp will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to United Financial Bancorp or an affiliate of United Financial Bancorp, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to United Financial Bancorp or an affiliate of United Financial Bancorp from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of CNB Financial or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of United Financial Bancorp and CNB Financial shall meet on a regular basis to discuss and plan for the conversion of CNB Financial’s and its Subsidiaries’ data processing and related electronic informational systems to those used by United Financial Bancorp and its Subsidiaries with the goal of conducting such conversion as soon as is practicable following the consummation of the Bank Merger. In connection therewith, the Company parties hereto shall promptly cooperate with each other and use their reasonable best efforts to provide Parent customers with copies any communications and/or notices that are necessary or advisable. (e) CNB Financial shall give notice, and shall cause Commonwealth National Bank to give notice, to a designee of United Financial Bancorp, and shall invite such person to attend all monthly regular and other interim financial statements as special meetings of the same become available. The Company shall also provide Parent with prompt written notice Board of Directors of CNB Financial and Commonwealth National Bank, and all meetings of Board committees and all regular and special meetings of any investigations by Governmental Entitiessenior management committee (including but not limited to the executive committee and the loan and discount committee of Commonwealth National Bank) of CNB Financial or Commonwealth National Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that CNB Financial or Commonwealth National Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of CNB Financial or Commonwealth National Bank, or (iii) pending or threatened litigation or investigations if, on the institution advice of material litigation (including all litigation counsel to CNB Financial, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebymatters being discussed.

Access and Information. (a) Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the confidentiality, nondisclosure, and exchange of information, for the purpose of Company verifying the representations and warranties of Target, and compliance by Target with its covenants and agreements, set forth in this Agreement, and preparing for the Merger (including for purposes of integration planning), Target shall, and shall cause its Subsidiaries to, afford to the Company Parties and their representatives reasonable access during normal business hours to the books, records, properties, assets, personnel, and information technology systems of Target and its Subsidiaries, as well as such other information relating to Target and its Subsidiaries as the Company Parties may reasonably request. Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the confidentiality, nondisclosure, and exchange of information, for the purpose of Target verifying the representations and warranties of Company, and compliance by Company with its covenants and agreements, set forth in this Agreement, Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent to Target and its counsel, accountants, consultants and other authorized representatives reasonable access, access during normal business hours, hours to the employees, properties, books and records of the such information relating to Company and its Subsidiaries; provided, however, Subsidiaries as Target may reasonably request. (b) Any investigation by a Party or its representatives pursuant to this Section 7.3 shall be conducted in a manner that such access shall does not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made Person being investigated. No investigation by the Company Parties or their representatives pursuant to this Section 7.3 shall affect or be deemed to modify any of the representations, warranties, covenants, or agreements of the Parties set forth in this Agreement. Without limitation Neither Company nor Target nor their respective Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.3 where such access or disclosure would violate or prejudice the rights of customers of Company or Target or their respective Subsidiaries, as the case may be, jeopardize the attorney-client privilege of the foregoingparty in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense, or similar agreement between the Company shall cause its officers and employees Parties), or conflict with any Law, fiduciary duty, or binding Contract entered into prior to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant Agreement. The Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All restrictions of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementimmediately preceding sentence apply. (c) Prior The Confidentiality Agreement, to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as extent the same become availableis not inconsistent with the terms of this Agreement, will remain in full force and effect following the date of this Agreement, whether or not the Merger occurs, in accordance with its terms. The Company Without limiting the foregoing, each Party agrees to, and shall also provide Parent with prompt written notice use commercially reasonable efforts to cause its respective agents, representatives, Affiliates, employees, officers, and directors to, treat and hold as confidential all information provided or made available by or on behalf of any investigations by Governmental Entitiesthe other Party or its Subsidiaries, or their respective employees, officers, directors, agents, or representatives, pursuant to this Agreement or in connection with the institution transactions contemplated thereby, and not disclose and refrain from using any such information except pursuant to the terms of material litigation (including all litigation relating to this Agreement or in connection with the transactions contemplated hereby); provided that these restrictions shall not apply to information that is, or subsequently becomes, (i) generally available to and known by the Company shall keep Parent informed public other than as a result of such events. Parent shall provide the Company with prompt written notice its disclosure by a Party or its agents, representatives, Affiliates, employees, officers, or directors in violation of the institution orConfidentiality Agreement or this Agreement, to its knowledge, the threat of litigation relating or (ii) available to the transactions contemplated herebyreceiving party or its employees, officers, directors, agents, or representatives on a non-confidential basis from a third-party source, provided that such source is not known by the receiving party to be prohibited from disclosing such information to the receiving party or its employees, officers, directors, agents, or representatives by any legal, fiduciary, contractual, or other obligation.

Access and Information. (a) Prior to the Effective TimeClosing, the Company shall, and shall cause each Company Subsidiary to, afford Buyer or its Subsidiaries toRepresentatives reasonable access, upon reasonable notice, afford Parent prior notice and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, hours to the employeesGroup Companies’ executive personnel listed on Section 6.2(a) of the Disclosure Schedule and to the Group Companies’ properties, propertiesContracts, books and records of the Company records, and its Subsidiariesother documents and data; provided, however, that (i) any such access shall be conducted at Buyer’s expense, under the reasonable supervision of Company personnel and in such a manner as to maintain the confidentiality of such information and not to unreasonably interfere with the business or operations normal operation of the business of the Group Companies, (ii) neither Buyer nor any of Buyer’s Representatives shall contact, directly or indirectly, except in the ordinary course of Buyer’s business, any employee, customer or supplier of a Group Company without the Company’s prior written consent, which may be withheld in the Company’s reasonable discretion and (iii) no Group Company shall have any obligation to disclose any information to Buyer to the extent such disclosure would (A) result in a material breach of any agreement to which any Group Company is a party or is otherwise bound, (B) reasonably be expected to jeopardize any attorney-client or other legal privilege of any Group Company, or (C) result in a violation of any Laws or fiduciary duties applicable to any Group Company; provided, further, that the parties shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the foregoing restrictions set forth in clauses (A), (B) and (C) above apply. The information delivered to Buyer or its Subsidiaries and shall not affect the representations and warranties made by the Company in authorized representatives pursuant to this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of including this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and 6.2(a), shall be subject to the Confidentiality Agreement. (b) Prior Buyer shall (i) use its reasonable best efforts to properly retain and maintain the Tax and accounting records of the Group Companies that relate to Pre-Closing Periods or Straddle Periods for a period of six (6) years after Closing, to the Effective Time, Parent shallextent that such records are in the Group Companies’ possession as of Closing, and shall cause thereafter provide Seller with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) transfer such records to Seller upon its Subsidiaries towritten request prior to any such destruction, upon reasonable notice, abandonment or disposition and (iii) afford the Company Seller and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, access during normal business hourshours to the books and records, information, employees and auditors of the Group Companies, to the employeesextent requested by Seller and necessary or useful in connection with any audit, propertiesinvestigation, books and records of Parent and its Subsidiariesdispute or Legal Proceeding; provided, however, that that, with regard to (ii), Seller agrees to reimburse Buyer promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with such access activities. Notwithstanding the forgoing, Buyer and the Group Companies shall not unreasonably interfere with be obligated to take any action that would violate any Law or the business terms of any Contract or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent confidentiality obligation to which Buyer or any Group Company is a party, or result in this Agreement. All a waiver of the requirements of this Section 5.4(b) attorney-client privilege or work-product doctrine; provided, further, that the parties shall be subject use commercially reasonable efforts to any prohibitions or limitations of applicable law and shall be subject to make appropriate substitute arrangements under circumstances in which the Confidentiality Agreementforegoing restrictions apply. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to From the Effective Timedate hereof until the Closing, the Company ED&F Parties shall, and shall cause its Subsidiaries each of the Transferred Companies to, permit Parent and the Merger Subs and their financing providers, if any, and their respective advisers and other representatives to have reasonable access, during business hours and upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books Transferred Companies’ properties and records of facilities relating to the Company and its SubsidiariesBusiness; provided, however, that no such access shall not unreasonably interfere with be granted to permit Parent or a Merger Sub or their respective Affiliates, advisers and other representatives to conduct any Phase II environmental site investigations or similar environmental sampling activities at, on, or under the business or operations of Transferred Companies’ properties and facilities. From the Company date hereof until the Closing, Parent and the Merger Subs shall permit ED&F and its Subsidiaries advisors and other representatives to have reasonable access, during business hours and upon reasonable notice, to Parent’s and the Merger Subs’ properties and facilities. ED&F shall not affect the representations furnish, or cause to be furnished, to Parent and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such either Merger Sub any financial and operating data and other information (including Tax information) that is available with respect to the Business as may be reasonably requested by Parent shall from time to time and (y) respond reasonably request, subject to such reasonable inquiries as may be made any applicable Law, attorney-client privilege, or contractual restriction. Except to the extent provided in this Agreement or disclosed in the Disclosure Schedule, no information provided to or obtained by Parent pursuant to this Section 7.1 shall limit or otherwise affect the remedies available hereunder to Parent (including Parent’s right to seek indemnification pursuant to ARTICLE X), or the representations or warranties of, or the conditions to the obligations of, the parties hereto. Parent and each Merger Sub shall furnish or cause to be furnished to ED&F any financial and operating data and other information (including Tax information) as ED&F shall from time to time. Prior to their filingtime reasonably request, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law Law, attorney-client privilege and Parent’s and the Merger Subs’ contractual obligations. The parties hereto shall be subject in good faith cooperate with each other to develop, including during the Confidentiality period prior to Closing, the transition and migration plan for the services contemplated by the Shared Services Agreement. (b) Prior All information provided to the Effective Timeor obtained by Parent heretofore or hereafter, Parent shallincluding pursuant to clause (a) of this Section 7.1, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made be held in confidence by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law accordance with and shall be subject to the terms of the Confidentiality Agreement, dated February 12, 2008, between Parent and ED&F (the “Confidentiality Agreement”). (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Subject to the Effective Timerestrictions set forth in Section 5.6 respecting confidentiality and provided that Buyer has complied with each and every provision thereof, the Company Seller shall, and shall cause its the Subsidiaries to, upon reasonable noticeafford Buyer, afford Parent and its the counsel, accountants, consultants accountants and other authorized representatives of Buyer, reasonable access, throughout the period from the date hereof to the Closing, to the Transferred Assets and the employees, personnel and medical staff associated therewith and all the properties, books, contracts, commitments, cost reports and records respecting the Transferred Assets (regardless of where such information may be located). Such access shall be afforded after no less than 24 hours' prior written notice, during normal business hours, hours whenever reasonably possible and only in such manner so as not to disturb patient care or to interfere with the employees, properties, books and records normal operations of the Company and its SubsidiariesFacilities; provided, however, that such access that, notwithstanding the foregoing and subject to the provisions concerning nondisclosure set forth in Section 5.6, without first obtaining the written consent of the Executive Vice President, Chief Financial Officer and Treasurer of HEALTHSOUTH or the Senior Vice President and Corporate Counsel of HEALTHSOUTH, which consent shall not be unreasonably interfere with withheld, neither Buyer nor its counsel, accountants and other representatives shall tour or visit the business Facilities or operations contact any of the Company employees, personnel or medical staff thereof; and provided further that until the first to occur of November 3, 1998 or the Closing, under no circumstances shall Buyer solicit the employment of any employees of Seller or its Subsidiaries and shall not affect Subsidiaries, except as Hired Employees pursuant to the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information terms hereof or except as may be reasonably requested permitted with the prior written consent of a responsible officer of Seller. Seller's covenants under this Section are made with the understanding that Buyer shall use all such information in compliance with all Laws. Buyer shall not have access to patient or employee records or any other records the disclosure of which would be prohibited by Parent from time to time and any Law, accreditation standards, or rule or agreement (yexpress or implied) respond of confidentiality, except that Buyer may be granted access to such records to the extent they are appropriately redacted and in conformity with such other reasonable inquiries procedures as may be made by Parent from time required to time. Prior conform to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the such requirements of federal Law, accreditation standards or state securities Laws, The NASDAQ Global Market rule or the MBCA. All agreement of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementconfidentiality. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Upon reasonable notice and subject to applicable laws relating to the exchange of information, each party shall (and shall cause such party’s Subsidiaries to) afford the other party and its representatives (including, without limitation, officers and employees of the other party and its affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation tax returns and work papers of independent auditors and materials prepared in connection with meetings of the parties’ Board of Directors), contracts, properties, personnel and to such other information relating to such party and its Subsidiaries as the other party may reasonably request, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel to the party granting access to such information, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that the foregoing exception shall not apply to any transaction proposed to be conducted by Purchaser pursuant to Section 4.2(i) hereof; provided, further, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement by the party granting access to such information. Neither party nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof until the Effective Time, the Company shall, and shall cause its the Company’s Subsidiaries to, upon reasonable noticepromptly provide Purchaser with (i) a copy of each report filed with a Governmental Entity, afford Parent (ii) a copy of each periodic report to its senior management and all materials relating to its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the Company public and (iv) all other information concerning its Subsidiaries business, properties and personnel as Purchaser may reasonably request, provided that Purchaser shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees be entitled to receive reports or other documents relating to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and matters involving this Agreement, (y) respond pending or threatened litigation or investigations if, in the opinion of counsel to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingthe Company, the Company shall furnish as promptly as practicable to Parent a copy disclosure of each registration statementsuch information would or might adversely affect the confidential nature of, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries privilege relating to, upon reasonable noticethe matters being discussed, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b(z) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementmatters involving an Acquisition Proposal. (c) Prior The Company and Purchaser will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the Effective Timeconsummation of the transactions contemplated by this Agreement and to hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents. (d) The Company shall give notice, and shall cause New England Bank to give notice, to a designee of Purchaser, and shall invite such person to attend all regular and special meetings of the Board of Directors of the Company and New England Bank. The Company’s Disclosure Schedule sets forth the regularly scheduled meetings of the Boards of Directors of the Company and New England Bank to be held in 2012, which disclosure is hereby deemed to constitute notice of and an invitation to Purchaser’s designee to attend such meetings. Such designees shall have no right to vote and shall not attend sessions of the Boards of Directors or any committee thereof during which there is being discussed (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel to the Company, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal. (e) From and after the date hereof, representatives of Purchaser and the Company shall meet on a regular basis to discuss and plan for the conversion of the Company’s and its Subsidiaries’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger or as soon thereafter as possible. (f) Within ten (10) Business Days of the end of each calendar month, the Company shall promptly provide Parent Purchaser with copies an updated list of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated herebyLoans described in Section 3.2(x)(vi), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior From the date of this Agreement until the Closing Date and upon reasonable notice, and subject to applicable Law relating to the Effective Timeexchange of information, the Company shallSeller shall afford, and shall cause its Subsidiaries tothe Company to afford, upon reasonable noticeto Buyer's officers, afford Parent and its counselemployees, accountants, consultants legal counsel and other authorized representatives reasonable accessrepresentatives, access during normal business hourshours to all the properties, books, contracts, commitments and records relating to the Company, but excluding any books, contracts, commitments and records in any way related to the sale of the Company. (b) From the date of this Agreement and until the Closing Date, Seller shall cause the Company to, or shall itself, furnish promptly to Buyer (i) a copy of each nonconfidential filing made by Seller with the Securities and Exchange Commission (the "SEC"), under the HSR Act or under any other applicable Laws promptly after such documents are available, (ii) a copy of each Tax Return filed by Seller for the three most recent years available with respect to or containing information pertaining to the Company, a copy of any correspondence received from the IRS or any other governmental entity or taxing authority or agency and any other correspondence relating to Taxes payable with respect to the Company, and (iii) all other information concerning the Company as Buyer may reasonably request, other than in each case reports or documents which neither the Company nor Seller is permitted to disclose under applicable Law or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (c) Unless otherwise required by Law, the parties will hold any such information which is nonpublic in confidence until such time as such information becomes publicly available through no wrongful act of either party, and in the event of termination of this Agreement for any reason each party shall promptly return all nonpublic documents obtained from any other party, and any copies made of such documents, to such other party or destroy such documents and copies. From the employees, properties, books and records date hereof until the earlier of the Company Closing Date or the termination of this Agreement, and its Subsidiariessubject to the other provisions of this Agreement, the parties agree that they will take no actions outside of the ordinary course of business to harm the value of the business conducted by the Company; provided, however, that such access this limitation shall not unreasonably interfere with limit the business or operations ability of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company parties to engage in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to normal competition with each other (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursincluding, to the employeesextent applicable, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject effecting price adjustments to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementtheir respective products). (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Each of the Sellers shall afford to the Effective TimePurchaser and to the Purchaser's financial advisors, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its legal counsel, accountants, consultants consultants, financing sources, and other authorized representatives reasonable access, access during normal business hours, hours and without material disruption to the employeesBusiness throughout the period prior to the Closing Date to all its books, documents, records, properties, books plants, and records of personnel that relate to the Company and its Subsidiaries; providedBusiness and, howeverduring such period, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent the Purchaser (a) a copy of each registration statement, prospectus, report, form schedule, and other document (if any) that will be filed or received by it or any of its Subsidiaries after the date of this Agreement them pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law laws and shall be subject to the Confidentiality Agreement. (b) Prior all other information as the Purchaser reasonably may request in furtherance of the Contemplated Transactions; no investigation pursuant to this Section 5.2 shall affect any representations or warranties made herein or the conditions to the Effective Timeobligations of the respective parties to consummate the Contemplated Transactions. Without limiting the foregoing, Parent (i) Purchaser and its representatives shall be given such access in order to conduct interviews, assessments, studies and procedures (including, without limitation, sampling) which Purchaser determines is reasonably necessary to confirm that it will not incur any liabilities, costs or expenses under Environmental Laws as a result of its ownership of the Assets or operation of the Business; and (ii) Purchaser shall have a right to designate any of Purchaser's employees and representatives as a transition team which may work from Sellers' premises in order to facilitate the orderly transfer of the Business to Purchaser in accordance with the terms of this Agreement. Such transition team shall be given full access to Sellers' management and other employees, including through attendance by such management and employees at meetings with the transition team at Purchaser's headquarters (provided that such attendance does not require more than reasonable travel expenses and does not unreasonably interfere with the operation of the Business). Sellers shall, and shall cause its Subsidiaries their auditors to, upon reasonable notice, afford provide all information regarding the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Business being purchased hereunder that is required to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere be included in Purchaser's filings with the business or operations of Parent and its Subsidiaries and shall not affect SEC in connection with the representations and warranties made Contemplated Transactions, including by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim providing relevant financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebywork papers.

Access and Information. From the date hereof until the Closing, subject to reasonable rules and regulations of Philips and any applicable Laws, Philips shall (a) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent Newco and its counsel, accountants, consultants and other authorized representatives reasonable (including representatives of entities providing or arranging financing for Newco) access, during normal regular business hourshours and upon reasonable advance notice, to any information and documents reasonably requested by Newco primarily relating to the employeesBusiness, properties(b) furnish, books and records of the Company and its Subsidiaries; providedor cause to be furnished, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such Newco any financial and operating data and other information about the Business as may be reasonably requested by Parent Newco from time to time reasonably requests and (yc) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filinginstruct relevant personnel, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants accountants and other authorized representatives reasonable access, during normal business hours, financial advisors to cooperate with Newco in its investigation of the employees, properties, books and records of Parent and its SubsidiariesBusiness; provided, however, that in no event shall Newco have access to any information that (y) based on advice of Philips’ counsel, would create any potential Liability under applicable Laws, including Antitrust Laws, or would destroy any legal privilege or (z) in the reasonable judgment of Philips, would (i) result in the disclosure of any trade secrets of third parties or (ii) violate any obligation of Philips, any Affiliate of Philips, including the Company or any Company Subsidiary, with respect to confidentiality so long as, with respect to confidentiality, Philips has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; and it being further understood that Newco shall reimburse Philips promptly for any expenses it incurs in complying with any such access request by or on behalf of Newco. All requests for information made pursuant to this section shall not unreasonably interfere with be directed to an executive officer of Philips or such Person or Persons as may be designated by Philips. Following the business or operations Closing, upon the request of Parent the other Party, Philips and Newco shall, to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to the other Party and its Subsidiaries representatives during regular business hours and shall not affect the representations subject to reasonable rules and warranties made by Parent in this Agreement. All regulations of the requirements granting Party, the right, at the expense of this Section 5.4(b) shall be subject the non-granting Party, to any prohibitions or limitations of applicable law inspect and shall be subject copy the books, records and other documents in the granting Party’s possession pertaining to the Confidentiality Agreement. (c) Prior operation of the Business prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation Closing (including all litigation relating books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either Party have access to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice Tax Returns of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyother Party.

Access and Information. For a period of five (a5) Prior years from the Closing Date, the Buyer will afford to the Effective Time, the Company shall, Sellers and shall cause its Subsidiaries totheir Representatives (as hereinafter defined), upon reasonable noticenotice at reasonable times and in the presence of an authorized representative of the Buyer, afford Parent reasonable access to (i) all of the documentation making up the Loan files, including all material documents related thereto (collectively, the “Loan Files”) and all documentation and information that may be created or placed in the Loan Files after the Closing Date, with a right to copy at Xxxxx Fargo Guam’s or Xxxxx Fargo Saipan’s expense, as the case may be, (ii) a complete transaction history for the Loans, including all payment and collection information, from the Transfer Date, with a right to copy at Xxxxx Fargo Guam’s or Xxxxx Fargo Saipan’s expense, as the case may be, and (iii) the Buyer’s premises, employees and auditors if such access is reasonably deemed necessary by either of the Sellers or any of their parents or affiliates in connection with tax, regulatory, litigation, contractual or other non-competitive matters reasonably related to the Loans or the conduct of either of the Seller’s business prior to the Closing. Access to documentation and information in the Loan Files that is created or placed therein after the Closing Date shall, if requested by the Buyer, be provided by the Buyer upon execution by the relevant Seller or Sellers of an agreement to protect the confidentiality of such documentation and information in form and content mutually acceptable to such Seller or Sellers and the Buyer. The Buyer will preserve and keep the Loan Files for a period of at least seven (7) years from the Transfer Date. Following such time, if the Buyer wishes to destroy any Loan Files, then it will give 60 days’ prior written notice of such planned destruction to each of the Sellers, and, either Seller shall have the right at its counseloption and expense to take possession of such Loan Files within such 60-day period. For the purposes of this Agreement, the terms “Representatives” means, with respect to any party to this Agreement, such party’s directors, officers, members, managers, affiliates, employees, attorneys, accountants, consultants lenders, consultants, independent contractors and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementagents. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Upon reasonable notice and subject to applicable laws relating to the exchange of information, SSE shall (and shall cause SSE’s Subsidiaries to) afford NVSL and its representatives (including, without limitation, officers and employees of NVSL and its affiliates and counsel, accountants and other professionals retained by NVSL) such reasonable access during normal business hours throughout the period prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Time to the employeesbooks, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, books personnel and records of the Company to such other information relating to SSE and its SubsidiariesSSE’s Subsidiaries as NVSL may reasonably request; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by SSE in this Agreement and provided, further, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees be subject to (x) furnish permissions from such financial and operating data and other information Governmental Entities as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to timerequired. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or Neither SSE nor any of its Subsidiaries after shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement pursuant to Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All restrictions of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementpreceding sentence apply. (b) Prior to From the date hereof until the Effective Time, Parent SSE shall, and shall cause its SSE’s Subsidiaries to, upon reasonable noticepromptly provide NVSL with (i) a copy of each report filed with a Government Regulator, afford the Company (ii) a copy of each periodic report to its senior management and all materials relating to its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations furnished to its Board of Parent and its Subsidiaries and shall not affect the representations and warranties Directors, (iii) a copy of each press release made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject available to the Confidentiality Agreementpublic and (iv) all other information concerning its business, properties and personnel as NVSL may reasonably request. (c) Prior NVSL will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the Effective Timeconsummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law and the Confidentiality Agreement, NVSL will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to NVSL or an affiliate of NVSL, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to NVSL or an affiliate of NVSL from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of SSE or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of NVSL and SSE shall meet on a regular basis to discuss and plan for the conversion of SSE’s and its Subsidiaries’ data processing and related electronic informational systems to those used by NVSL and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) SSE shall give notice, and shall cause SSE Bank to give notice, to a designee of NVSL, and shall invite such person to attend all regular and special meetings of the Board of Directors of SSE and SSE Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that SSE or SSE Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of SSE or SSE Bank, (iii) pending or threatened litigation or investigations if, in the opinion of counsel to SSE, the Company shall promptly provide Parent with copies presence of all monthly and other interim financial statements as such designees would or might adversely affect the same become available. The Company shall also provide Parent with prompt written notice confidential nature of or any investigations by Governmental Entities, or the institution of material litigation (including all litigation privilege relating to the transactions contemplated hereby)matters being discussed, and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyor (iv) matters involving an Acquisition Proposal.

Access and Information. (a) Prior Subject to applicable Laws relating to the Effective Timeexchange of information, the direction of any Governmental Entity and any confidentiality obligations binding on the Company, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent permit Purchaser and its counsel, accountants, consultants and other authorized representatives after the date of execution of this Agreement to have reasonable access, during normal business hours, access at reasonable times to the employees, properties, books and records and, subject to Section 5.4, all personnel, officers, employees and agents of the Company and shall furnish such information and documents in its Subsidiariespossession relating to the Company as Purchaser may reasonably request. All information provided or obtained pursuant to the foregoing shall be held by Purchaser in accordance with and subject to the terms of the Confidentiality Agreement, dated July 13, 2005, between Purchaser and Seller (the “Confidentiality Agreement”). (b) To the extent permissible under applicable Law, until the later of the fifth anniversary of the Closing and such time as the information and access described below is no longer reasonably required by Seller or by any Affiliate of Seller or of the Company which Controlled Seller or the Company immediately prior to Closing (any such Affiliate, a “Parent Affiliate”), Purchaser will afford promptly to Seller, any Parent Affiliate and their respective agents reasonable access to the books, records, officers, employees, auditors and other advisors of the Company to the extent reasonably required by Seller or any Parent Affiliate for financial reporting and accounting matters; provided, however, provided that any such access shall by Seller or any Parent Affiliate may not unreasonably interfere with the conduct of the business or operations of the Company or Purchaser, and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees access to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time records relating to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) Taxes shall be subject to any prohibitions or limitations of applicable law governed exclusively by Section 5.7(e). Seller and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shallAffiliates will hold, and shall will use all reasonable efforts to cause its Subsidiaries totheir respective officers, upon reasonable noticedirectors, afford the Company and its counselemployees, accountants, consultants counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of Law, all confidential documents and information concerning the Company provided to them pursuant to this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement5.3(b). (c) Prior to the Effective TimeNone of Purchaser, Seller or the Company shall promptly provide Parent with copies shall, without the prior consent of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice other, terminate, amend, modify or waive any provision of any investigations confidentiality or similar agreement in respect of the matters contemplated by Governmental Entitiesthis Agreement to which the Company, Seller or the institution Purchaser or any of material litigation (including all litigation relating to the transactions contemplated hereby)their respective subsidiaries is a party. Each of Purchaser, Seller and the Company shall keep Parent informed enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including using reasonable best efforts to obtain injunctions to prevent any breaches of such events. Parent shall provide agreements and to enforce specifically the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyterms and provisions thereof in any court having jurisdiction over such matter.

Access and Information. (a) Prior From the date hereof until the Closing, subject to the Effective Timereasonable rules and regulations of Seller and any applicable Legal Requirements, the Company shall, and Seller shall cause its Subsidiaries to, upon reasonable notice, (i) afford Parent Buyer and its counsel, accountants, consultants and other authorized representatives reasonable Representatives access, during normal regular business hourshours and upon reasonable advance notice, but in no event less than 72 hours prior notice, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoingEmployees, the Company shall Assets and the Books and Records, (ii) furnish, or cause its officers and employees to (x) furnish such be furnished, to Buyer any financial and operating data and other information that is available with respect to the Assets, Assumed Liabilities or the Business as may be reasonably requested by Parent Buyer from time to time reasonably requests and (yiii) respond instruct the Employees and its Representatives to reasonably cooperate with Buyer in its investigation of the Assets, Assumed Liabilities and the Business. No investigation pursuant to this Section 7.3(a) or otherwise by Buyer or its Representatives shall alter any representation or warranty given hereunder by Seller or affect any Buyer Indemnified Party’s rights to indemnification hereunder. All requests for information made pursuant to this Section 7.3(a) shall be directed to an executive officer of Seller or such reasonable inquiries Person or Persons as may be made designated by Parent from time to timeSeller. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, All information received in any form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a7.3(a) shall be subject to any prohibitions or limitations governed by the terms of applicable law the Confidentiality Agreement and shall be subject held in confidence pursuant to the Confidentiality AgreementSection 7.9 hereof. (b) Prior to Following the Effective Time, Parent shall, and shall cause its Subsidiaries toClosing, upon reasonable noticethe request of the other party, afford the Company Seller and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursBuyer shall, to the employeesextent permitted by applicable Legal Requirements and confidentiality obligations existing as of the Closing Date, properties, books and records of Parent grant to the other party and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the Representatives during regular business or operations of Parent hours and its Subsidiaries subject to reasonable rules and shall not affect the representations and warranties made by Parent in this Agreement. All regulations of the requirements granting party, the right, at the expense of this Section 5.4(b) shall be subject the non-granting party, to any prohibitions or limitations of applicable law inspect and shall be subject copy the books, records and other documents in the granting party’s possession pertaining to the Confidentiality Agreement. (c) Prior operation of the Assets or the Business prior to the Effective TimeClosing (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either party have access to legally privileged information of the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entitiesparty, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby)consolidated federal, and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice state or local Tax Returns of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyother party.

Access and Information. (a) Prior to the Effective TimeUpon reasonable notice, the Company shall, each party shall (and shall cause its Subsidiaries to, upon reasonable notice, ) afford Parent the other party and its representatives (including, without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants, consultants accountants and other authorized representatives professionals retained by it) such reasonable access, access during normal business hours, hours throughout the period prior to the employeesEffective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, books personnel and records of the Company to such other information relating to it and its Subsidiariessubsidiaries as the other party may reasonably request; provided, however, that such access no investigation pursuant to this Section 5.3 shall not unreasonably interfere with the business affect or operations of the Company and its Subsidiaries and shall not affect the representations and warranties be deemed to modify any representation or warranty made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to From the date hereof until the Effective Time, Parent First Valley Bancorp shall, and shall cause its First Valley Bancorp’s Subsidiaries to, upon reasonable noticepromptly provide New England Bancshares with (i) a copy of each report filed with federal or state banking regulators, afford the Company (ii) a copy of each periodic report to its senior management and all materials relating to its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations furnished to its Board of Parent Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as New England Bancshares may reasonably request. Notwithstanding the foregoing, neither First Valley Bancorp nor its Subsidiaries and shall not affect be required to provide access to or to disclose information where such access or disclosure would violate the representations and warranties made by Parent rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. All The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementprevious sentence apply. (c) Prior New England Bancshares will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the Effective Timeconsummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, New England Bancshares will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to New England Bancshares or an affiliate of New England Bancshares, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to New England Bancshares or an affiliate of New England Bancshares from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of First Valley Bancorp or (iv) is or becomes readily ascertainable from published information or trade sources. First Valley Bancorp will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, First Valley Bancorp will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to First Valley Bancorp or an affiliate of First Valley Bancorp, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to First Valley Bancorp or an affiliate of First Valley Bancorp from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of New England Bancshares or (iv) is or becomes readily ascertainable from published information or trade sources. (d) First Valley Bancorp shall give notice, and shall cause Valley Bank to give notice, to two (2) designees of New England Bancshares, and shall invite such Persons to attend all regular and special meetings of the Board of Directors of First Valley Bancorp and Valley Bank and all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Valley Bank) of First Valley Bancorp or Valley Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed: (i) matters involving this Agreement; (ii) information or material that First Valley Bancorp or Valley Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of First Valley Bancorp or Valley Bank; or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to First Valley Bancorp, the Company shall promptly provide Parent with copies presence of all monthly and other interim financial statements as such designees would or might adversely affect the same become available. The Company shall also provide Parent with prompt written notice confidential nature of or any investigations by Governmental Entities, or the institution of material litigation (including all litigation privilege relating to the transactions contemplated hereby)matters being discussed. (e) New England Bancshares shall give notice, and shall cause Enfield Federal to give notice, to two (2) designees of First Valley Bancorp, and shall invite such Persons to attend all regular and special meetings of the Company Board of Directors of New England Bancshares and Enfield Federal and all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Enfield Federal) of New England Bancshares or Enfield Federal. Such designees shall keep Parent informed have no right to vote and shall not attend sessions of board and committees during which there is being discussed: (i) matters involving this Agreement; (ii) information or material that New England Bancshares or Enfield Federal is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of New England Bancshares of Enfield Federal; or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to New England Bancshares, the presence of such events. Parent shall provide designees would or might adversely affect the Company with prompt written notice confidential nature of the institution or, to its knowledge, the threat of litigation or any privilege relating to the transactions contemplated herebymatters being discussed.

Access and Information. (a) Prior From the date of this Agreement until the Closing, subject to the Effective TimeSection 7.1 and to reasonable rules, the Company shallregulations and policies of Seller and any applicable Laws, and Seller shall cause its Subsidiaries to, upon reasonable notice, (i) afford Parent Purchaser and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal regular business hourshours and upon reasonable advance notice to Seller, to the employees, properties, books Latisys Companies and records of to the Company and its Subsidiariesemployees reasonably requested by Purchaser or as specified by Seller in connection with each such visit; provided, however, that access to such employees will only be available upon reasonable notice to Seller to the attention of both Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx and at such times and places as they shall determine in their reasonable discretion. Any access shall be conducted (i) under the supervision of Seller’s or its Affiliate’s personnel, (ii) subject to all of the standard protocols and procedures of the Latisys Companies, including the requirement that visitors be escorted at all times, (iii) subject to any additional procedures required by any landlord, and (iv) in such a manner as does not unreasonably interfere with the business or normal operations of the Company Latisys Companies. All such access shall be at the risk of Purchaser and its Subsidiaries representatives and shall not affect the representations agents, and warranties made by the Company in this Agreement. Without limitation of the foregoingconnection therewith, the Company shall cause its officers Purchaser hereby agrees to indemnify and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject hold harmless Seller Indemnified Parties with respect to any prohibitions Losses resulting from or limitations arising out of applicable law and shall be subject to the Confidentiality Agreementsuch access. (b) Prior Following the Closing and until any applicable statute of limitations (including periods of waiver) has run, Purchaser agrees to retain all Books and Records in existence on the Closing Date and to grant to Seller and its representatives during regular business hours and upon reasonable advance notice to Purchaser, the right, at the expense of Seller, (i) to inspect and copy the Books and Records and (ii) to have personnel of Purchaser made available to them or to otherwise cooperate to the Effective Timeextent reasonably requested by Seller, Parent shallincluding in connection with (A) preparing and filing Tax returns and/or any Tax inquiry, audit, investigation or dispute, or (B) any litigation, audit, dispute, claim or investigation. No Books and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) Records shall be subject destroyed by Purchaser without first advising Seller in writing and giving Seller a reasonable opportunity to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementobtain possession thereof at Seller’s expense. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the Effective Timeterms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), the Company shall, (i) Seller shall and shall cause its Subsidiaries to, upon reasonable notice, Affiliates and Representatives to (A) afford Parent Buyer and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the employeesEmployees, propertiesthe Books and Records, books the Contracts, the assets and records properties of the Company Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Subsidiaries; provided, however, that Representatives shall have the reasonable opportunity to make such access shall not unreasonably interfere with the business or operations of the Company investigation as Buyer and its Subsidiaries Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and shall not affect the representations and warranties made transactions contemplated by the Company in this Agreement. Without limitation of the foregoing, the Company shall (B) furnish, or cause to be furnished, to Buyer and its officers and employees to (x) furnish such Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as may be reasonably requested by Parent Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) respond of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such reasonable inquiries information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be made designated by Parent from time to time. Prior to their filingSeller or Buyer, as the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementcase may be. (b) Prior Between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with its terms, subject to the Effective Timeterms of this Section 6.1(b) and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law), Parent Seller shall provide to Buyer on a monthly basis as promptly as they become available (A) copies of all regularly prepared monthly financial statements and reports on the Transferred Entities or the BGI Business, as appropriate, including statements of operations and balance sheets, (B) updates with respect to the obtaining of consents in connection with the transactions contemplated hereby, including such consents contemplated by Section 6.6, Section 6.9 and Section 6.10, (C) an updated Base Revenue Schedule, and (D) a calculation of Closing Revenue Run-Rate, Closing Adjustment Revenue Run-Rate, Closing Adjustment ETF Revenue Run-Rate and the Revenue Run-Rate Adjustment Amount as of the end of each month and such supporting documentation relating to the foregoing and the Initial Base Revenue Schedule as Buyer may reasonably request including a schedule with reasonable detail supporting the determinations of each of the elements of the items set forth in clauses (C) and (D) (it being understood that the information provided under clauses (C) and (D) will be provided exclusively pursuant to the procedures previously agreed between the parties). In addition, subject to applicable Law, Seller shall provide Buyer with access to all Books and Records and personnel reasonably necessary for Buyer’s financial reporting obligation, and Seller shall, at Buyer’s reasonable request, engage appropriate consultants at Buyer’s cost and as Buyer reasonably deems necessary for its financial reporting obligation related to Seller for periods following the Closing. In the event that the Closing shall be on or prior to December 1, 2009, Seller shall bear all of Buyer’s reasonable out-of-pocket costs in connection with the activities set forth in the preceding sentence (and shall, in such circumstance, refund any amounts previously paid by Buyer). (c) Following the Closing Date, to the extent permitted by applicable Law (as determined by Buyer in its reasonable discretion), Buyer agrees to provide (or cause its Subsidiaries and Representatives to provide) Seller and its Representatives with reasonable access, during regular business hours and upon reasonable advance notice, to the Books and Records and any other documents that Buyer acquires pursuant to this Agreement and to Buyer’s employees and Representatives, in each case, to the extent that such access is related to any Transferred Entity or the BGI Business during the period prior to the Closing Date and otherwise necessary for Seller or its Representatives to comply with the terms of this Agreement, any applicable Law or any request of a Government Entity; provided, however, that any such access and review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the business of Buyer or any of its Affiliates; provided, further, that in no event shall Seller or its Representatives have access to any information if allowing that access (x) based on advice of counsel of Buyer, information or cooperation pursuant to this Section 6.1(c), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Buyer and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege) or (y) would in the reasonable judgment of Buyer violate any obligation of Buyer with respect to confidentiality so long as Buyer has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. Notwithstanding anything in this Agreement to the contrary, Seller shall have the right to access the Books and Records and other documents that Buyer acquires pursuant to this Agreement, even if (A) based on advice of counsel of Buyer, Buyer believes that providing such access pursuant to this Section 6.1(c) would reasonably be expected to result in the loss of attorney-client privilege or (B) Buyer believes that providing such access pursuant to this Section 6.1(c) would violate any of its obligations with respect to confidentiality, in each case of (A) and (B), if Seller or its Affiliates would violate any Law or other requirement of any Government Entity for failing to have such access pursuant to this Section 6.1(c). Seller shall bear any out-of-pocket costs incurred in connection with the provision of such access by Buyer following the Closing Date. In addition to the other obligations set forth herein, Buyer shall, and shall cause its Subsidiaries Representatives to, retain and preserve all of the Books and Records and all other documents that Buyer acquires pursuant to this Agreement in accordance with its customary retention policy. (d) Buyer undertakes, for a period of five years from the Closing Date, to: (i) keep in a safe place and with the same security measures that apply to Buyer’s own secure documentation (which Buyer confirms are appropriate for a comparable business as carried on by Buyer) the Relevant Documentation within its possession to ensure that Relevant Documentation is maintained for a period of five (5) years after the Closing Date; (ii) upon written request from the Seller, the Buyer will use commercially reasonable noticeefforts, afford subject to the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hourscapabilities of the Transferred Entities acquired on the Closing Date, to provide the employeesdocument or copy of the document within: (A) five Business Days for information less than one year old; (B) 10 Business Days for information between one and three years old; and (C) 15 Business Days for information between three and five years old. (iii) give to Seller a copy of any document included in the Relevant Documentation within five Business Days from the receipt of a written request from Seller. Seller agrees, properties, books solely with respect to Buyer’s obligations under this Section 6.1(d) and records without affecting any other obligation of Parent and its Subsidiaries; provided, howeverBuyer in this Agreement, that it shall only request copies of Relevant Documentation in connection with a bona fide obligation to respond to a request from a competent, Government Entity to disclose Relevant Documentation, or information included in such access Relevant Documentation, and undertakes, provided it is in Seller’s reasonable opinion practicable and permitted by Law, to provide evidence of such request in a form reasonably satisfactory to Buyer at the time the request for the Relevant Documentation is made (and, if it is not practicable or permitted, shall not unreasonably interfere instead provide a certificate signed on behalf of Seller confirming that such request is in response to a bona fide regulatory, governmental, legal or judicial requirement). Seller shall reimburse Buyer for all reasonable out of pocket costs incurred as a result of the need to comply with the business requirements in this paragraph which are in excess of what Buyer would otherwise have incurred. Without prejudice to Buyer’s obligation to maintain appropriate security measures pursuant to clause (i), nothing herein shall require Buyer to create, alter or operations modify any of Parent and its Subsidiaries and information technology systems in order to comply with this Section 6.1(d); it being understood that the foregoing shall not affect the representations and warranties made by Parent Buyer’s obligation to maintain Relevant Documentation for five years. (e) Notwithstanding anything in this Agreement. All Agreement to the contrary, (except for Section 6.1(d)(i)) Seller shall be permitted to retain duplicate copies of the requirements Books and Records and any other documents of or otherwise relating to the Transferred Entities or the BGI Business for legal and record keeping purposes; it being understood that any information retained by Seller pursuant to this Section 5.4(b6.1(e) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementSection 6.18(a) (Confidentiality). (cf) Prior Promptly following receipt of applicable clearances under applicable Antitrust Laws or the expiration of any applicable waiting period under applicable Antitrust Laws, Seller shall use reasonable best efforts to provide to Buyer an unredacted list of all Contracts entered into by Seller or its Subsidiaries and in effect on the date of this Agreement (i) that would have been included in Section 4.13(a) of the Seller’s Disclosure Schedules if any $10,000,000 threshold therein had been $2,500,000, (ii) that constitute index licenses and Investment Advisory Arrangements, in each case, that is reasonably expected to provide for payments by or to the Effective TimeTransferred Entities in excess of $2,500,000 in 2009, the Company shall promptly provide Parent with copies (iii) that are index licenses containing change of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, control provisions or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice iv) for which a description is provided under Section 4.13(e) or Section 4.13(f) of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebySeller’s Disclosure Schedules.

Access and Information. (a) Prior to 5.4.1 Between the date of this Agreement and the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford each of the Parent and the Operating Partnership and its counsel, authorized representatives (including its accountants, consultants financial advisors and other authorized representatives legal counsel) reasonable access, access during normal business hourshours to all of the properties, to the employeespersonnel, propertiesContracts, books and records of the Company and its Subsidiaries; providedthe Subsidiary Partnership and shall promptly deliver or make available to the Parent (a) a copy of each report, howeverschedule and other document filed by the Company pursuant to the 70 61 requirements of federal or state securities laws and (b) all other information concerning the business, that such access shall not unreasonably interfere with the business or operations properties and assets of the Company and its Subsidiaries and shall not affect the representations and warranties made by Subsidiary Partnership as the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as Parent may be reasonably requested by Parent from time to time reasonably request. Each of the Parent and the Operating Partnership and their subsidiaries shall hold, and shall cause its Representatives (yas defined in the letter agreement dated July 17, 1997 (the "COMPANY CONFIDENTIALITY AGREEMENT") respond between the Company and the Parent) to such reasonable inquiries hold, all Evaluation Material (as may be made by Parent from time to time. Prior to their filingdefined in the Company Confidentiality Agreement) in confidence in accordance with the terms of the Company Confidentiality Agreement and, in the event of the termination of this Agreement for any reason, the Parent shall promptly return or destroy all Evaluation Material in accordance with the terms of the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after Confidentiality Agreement. 5.4.2 Between the date of this Agreement and the Effective Time, each of the Parent, the Operating Partnership, Newco I, Newco II and Merger Sub shall, and shall cause their respective subsidiaries to, afford the General Partner, the Company and their authorized representatives (including their accountants, financial advisors and legal counsel and those of the Special Committee) reasonable access during normal business hours to all of the properties, personnel, Contracts, books and records of the Parent, the Operating Partnership and their subsidiaries and shall promptly deliver or make available to the Company (a) a copy of each report, schedule and other document filed by the Parent pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law laws and shall be subject to the Confidentiality Agreement. (b) Prior all other information concerning the business, the properties and assets of the Parent, the Operating Partnership and their subsidiaries as the Company 71 62 may from time to time reasonably request. The Company, the Effective Time, Parent shallGeneral Partner and the Subsidiary Partnership shall hold, and shall cause its Subsidiaries totheir Representatives (as defined in the letter agreement dated November 24, upon reasonable notice, afford 1997 (the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to "PARENT CONFIDENTIALITY AGREEMENT") between the employees, properties, books and records of Parent and its Subsidiaries; providedthe General Partner) to hold, however, that such access shall not unreasonably interfere all Evaluation Material (as defined in the Parent Confidentiality Agreement) in confidence in accordance with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All terms of the requirements Parent Confidentiality Agreement and, in the event of the termination of this Section 5.4(b) shall be subject to Agreement for any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Timereason, the Company shall promptly provide return to the Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including Operating Partnership or destroy all litigation relating to Evaluation Material in accordance with the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice terms of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyParent Confidentiality Agreement.

Access and Information. (a) Prior From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the Effective Timeterms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), the Company shall, (i) Seller shall and shall cause its Subsidiaries to, upon reasonable notice, Affiliates and Representatives to (A) afford Parent Buyer and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the employeesEmployees, propertiesthe Books and Records, books the Contracts, the assets and records properties of the Company Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Subsidiaries; provided, however, that Representatives shall have the reasonable opportunity to make such access shall not unreasonably interfere with the business or operations of the Company investigation as Buyer and its Subsidiaries Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and shall not affect the representations and warranties made transactions contemplated by the Company in this Agreement. Without limitation of the foregoing, the Company shall (B) furnish, or cause to be furnished, to Buyer and its officers and employees to (x) furnish such Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as may be reasonably requested by Parent Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (yD) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingcooperate reasonably with Buyer in connection with any approvals, the Company shall furnish as promptly as practicable to Parent a copy of each registration statementapplications, prospectuswaivers, report, form and other document (if any) that will be filed by it consents or any of its Subsidiaries after the date of this Agreement pursuant to the other request for information or requirements of federal any Government Entity to be made, filed or state securities Lawsobtained by Buyer, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(aand (ii) Buyer shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, Affiliates and Representatives to (A) afford the Company Seller and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the employees, properties, books and records of Parent information relating to Buyer in connection with such investigation as Seller and its SubsidiariesRepresentatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that such in no event shall any party have access shall not unreasonably interfere with to any information if allowing that access (x) based on advice of counsel to the business party that is providing access, information or operations cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of Parent attorney-client privilege (provided that the Providing Party and its Subsidiaries and counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not affect result in the representations and warranties made by Parent loss of attorney client privilege), or (y) would in this Agreement. All the reasonable judgment of the requirements Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 5.4(b6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be subject directed in writing to any prohibitions an executive officer of Seller or limitations Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may be. (b) Between the date hereof and the earlier of applicable law the Closing Date and shall be the date on which this Agreement is terminated in accordance with its terms, subject to the terms of this Section 6.1(b) and the confidentiality obligations set forth in the Confidentiality AgreementAgreement and this Agreement and any applicable Law (including any Antitrust Law), Seller shall provide to Buyer on a monthly basis as promptly as they become available (A) copies of all regularly prepared monthly financial statements and reports on the Transferred Entities or the BGI Business, as appropriate, including statements of operations and balance sheets, (B) updates with respect to the obtaining of consents in connection with the transactions contemplated hereby, including such consents contemplated by Section 6.6, Section 6.9 and Section 6.10, (C) an updated Base Revenue Schedule, and (D) a calculation of Closing Revenue Run Rate, Closing Adjustment Revenue Run Rate, Closing Adjustment ETF Revenue Run Rate and the Revenue Run Rate Adjustment Amount as of the end of each month and such supporting documentation relating to the foregoing and the Initial Base Revenue Schedule as Buyer may reasonably request including a schedule with reasonable detail supporting the determinations of each of the elements of the items set forth in clauses (C) and (D) (it being understood that the information provided under clauses (C) and (D) will be provided exclusively pursuant to the procedures previously agreed between the parties). In addition, subject to applicable Law, Seller shall provide Buyer with access to all Books and Records and personnel reasonably necessary for Buyer’s financial reporting obligation, and Seller shall, at Buyer’s reasonable request, engage appropriate consultants at Buyer’s cost and as Buyer reasonably deems necessary for its financial reporting obligation related to Seller for periods following the Closing. In the event that the Closing shall be on or prior to December 1, 2009, Seller shall bear all of Buyer’s reasonable out-of-pocket costs in connection with the activities set forth in the preceding sentence (and shall, in such circumstance, refund any amounts previously paid by Buyer). (c) Prior (i) Following the Closing Date, to the Effective Timeextent permitted by applicable Law (as determined by Buyer in its reasonable discretion), Buyer shall provide (or cause its Subsidiaries and Representatives to provide) Seller and its Representatives with reasonable access, during regular business hours and upon reasonable advance notice, to the Company shall promptly provide Parent with copies Books and Records and any other documents that Buyer through the Transferred Entities acquires pursuant to this Agreement and access to and the assistance of all monthly Buyer’s and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of Transferred Entities’ employees and Representatives, in each case, to the extent that such access and assistance is related to any investigations Transferred Entity, UK Holdings, any entity contemplated by Governmental Entities, Section 6.26(d) and not sold hereby or the institution BGI Business during the period prior to the Closing Date and otherwise necessary for Seller or its Representatives to comply with the terms of material litigation this Agreement, any applicable Law (including all litigation relating the obligations of Seller and its Affiliates to produce as required by applicable Law accounts, attestations and reports (and contributory internal deliverables in accordance with past practice) in respect of the 2009 financial year (and up to the transactions contemplated herebyClosing if later), for which purpose Buyer will use commercially reasonable efforts to retain sufficient appropriately-skilled relevant personnel) or any request of a Government Entity; provided, however, that any such access, review and assistance shall be granted and conducted in such manner as not to interfere unreasonably with the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice conduct of the institution or, to business of Buyer or any of its knowledge, the threat of litigation relating to the transactions contemplated herebyAffiliates.

Access and Information. (a) Prior to From the Effective Time, date of this Agreement until the Company shallClosing or earlier termination of this Agreement in accordance with Section 9.1, and except as determined by Sellers in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege), Sellers shall cause its Subsidiaries to, upon reasonable notice, afford Parent permit Buyer and its counsel, accountants, consultants and other authorized representatives to have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to (i) the employeesoffices, propertiesfacilities, properties and the financial, accounting and other books and records of Sellers and the Company and its Subsidiaries; provided, however, that Acquired Companies relating to the Business (provided such access shall does not unreasonably interfere with permit “Phase II” or other environmental sampling, testing or investigations) and (ii) the business or operations appropriate management personnel of Sellers and the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this AgreementAcquired Companies. Without limitation of limiting the foregoing, the Company Sellers shall cause furnish to Buyer and its officers and employees to (x) furnish representatives such additional financial and operating data and other information regarding the Business as Buyer may be reasonably requested by Parent from time to time reasonably request for purposes of conducting its due diligence review of the Business, preparing to operate the Business following the Closing and (y) respond in connection with the consummation of the transactions contemplated hereby. It is understood that Sellers shall be under no obligation to grant Buyer or its representatives any access if such access would, under the circumstances and in the sole discretion of Sellers, unreasonably interfere with Sellers’ or their respective Affiliates’ operations, activities or employees, or if such access would, in the reasonable inquiries as may be made by Parent from time judgment of Sellers, violate applicable antitrust or similar Laws. With respect to time. Prior any Persons with which any Seller, any Acquired Company or the Satair JV has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates any Sellers, any Acquired Company the Satair JV or the Business, Buyer shall not make any independent inquiry with respect to their filingany Seller, any Acquired Company, the Company shall furnish as promptly as practicable to Parent a copy of each registration statementSatair JV, prospectusor the Business without Sellers’ prior written consent and, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Lawsextent Sellers consent thereto, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) all such inquiries shall be subject conducted by Sellers in response to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementa request by Buyer. (b) Prior All information provided or obtained pursuant to Section 5.1(a) shall be held by Buyer in accordance with, and subject to the Effective Time, Parent shallterms of, and shall constitute “Evaluation Material” under, the Confidentiality Agreement, dated October 20, 2014, between TransDigm Group Incorporated and AAR CORP. (the “Confidentiality Agreement”). The parties hereby agree that, notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement shall automatically terminate upon the Closing; provided that Sections 2 and 3 of the Confidentiality Agreement shall survive the Closing in accordance with the time periods set forth in such Sections; provided, further, that notwithstanding anything contained in the Confidentiality Agreement, Section 3 of the Confidentiality Agreement shall not apply to any Transferred Employee or any employee of any Acquired Company or the Satair JV. (c) For two years after the Closing Date, Sellers will, and will cause its Subsidiaries their respective Affiliates, agents and other representatives to, upon reasonable noticetreat and hold as strictly confidential, afford and refrain from using or disclosing, all of the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its SubsidiariesConfidential Information; provided, however, that nothing in this Agreement shall restrict the ability of Sellers or their Affiliates to use Confidential Information (i) for internal business purposes, compliance with public reporting obligations, or preparation of tax returns and other tax planning purposes, or (ii) as necessary for Sellers and their Affiliates to fulfill their obligations under the Transition Services Agreement. If either Seller is requested or legally required to disclose any Confidential Information, such access shall not unreasonably interfere Seller will notify Buyer promptly of the request or requirement so that Buyer or its Affiliates may seek an appropriate protective order or waive compliance with the business provisions hereof. If, in the absence of a protective order or operations the receipt of Parent a waiver hereunder, such Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, such Seller may disclose the Confidential Information to the tribunal, but such Seller shall use its reasonable efforts to obtain, at Buyer’s or its Affiliate’s request and expense, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Buyer or its Subsidiaries Affiliate designates. As used in this Section 5.1(c), the term “Confidential Information” means any information concerning the businesses and affairs of the Business that is not, as of the date of this Agreement, already generally available to the public; provided, however, that the term “Confidential Information” does not include information that (i) is or becomes available to Sellers or their respective Affiliates on a non-confidential basis from a source other than the Business, provided that such other source is not known to such Person after due inquiry to be bound by a confidentiality obligation to the Business or is otherwise known by Sellers or their respective Affiliates after due inquiry to be prohibited from disclosing the information to Sellers or their respective Affiliates, (ii) is or becomes generally available to the public (other than as a result of a violation by Sellers or their respective Affiliates of the provisions of this Agreement), or (iii) is independently developed by Sellers or their respective Affiliates without use of or reference to any Confidential Information or violation of the provisions of this Agreement. Notwithstanding the first sentence of this Section 5.1(c), Sellers’ obligations with respect to Confidential Information that is deemed a trade secret under applicable Law shall survive for the period of time pursuant to which such trade secrets are protected under such applicable Law (and shall not affect expire automatically upon the representations and warranties made by Parent in this Agreement. All second anniversary of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementClosing Date). (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period before the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might jeopardize any privilege relating to, the matters being discussed or (ii) confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The parties will endeavor to make appropriate and reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clause (i), clause (ii) or the preceding sentence apply. (b) From the date hereof until the Effective Time, the Company shall, and shall cause its respective Subsidiaries to, upon reasonable noticepromptly provide to Purchaser (i) a copy of each report filed with a Governmental Entity (other than publicly available periodic reports filed with the SEC), afford Parent (ii) a copy of each periodic report provided to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as may be reasonably requested; provided that Purchaser shall not be entitled to receive reports or other documents relating to (w) solely in the case of clause (ii), matters involving this Agreement, (x) pending or threatened litigation or investigations if, in the opinion of counsel, accountantsthe disclosure of such information would or might jeopardize any privilege relating to, consultants the matters being discussed, or (y) confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws. The Company will endeavor to make appropriate and other authorized reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clause (w) or (x) apply. (c) The Company and Purchaser will not, and will cause its respective representatives reasonable accessnot to, during normal business hoursuse any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the employeesconsummation of the transactions contemplated by this Agreement and will hold such information and documents in confidence and treat such information and documents as secret and confidential and will use all reasonable efforts to safeguard the confidentiality of such information and documents in accordance with the provisions of (i) the confidentiality agreement, propertiesdated April 10, books 2019, between Purchaser and records of the Company and (ii) the confidentiality agreement, dated July 17, 2019, between Purchaser and the Company (collectively, the “Confidentiality Agreements”). (d) From and after the date hereof, representatives of Purchaser and the Company shall meet on a regular basis to discuss and plan for the conversion of the Company’s and its Subsidiaries; provided, however, that such access shall not unreasonably interfere ’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries with the business or operations goal of conducting such conversion as soon as practicable following the consummation of the Bank Merger. (e) Within ten (10) Business Days of the end of each calendar month, the Company shall provide Purchaser with an updated list of Loans described in Section 3.2(w)(vi). (f) The information regarding the Company and its Subsidiaries and shall not affect the representations and warranties made to be supplied by the Company for inclusion in this Agreement. Without limitation the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the foregoingcircumstances under which they are made, not misleading. The information supplied, or to be supplied, by the Company for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated by this Agreement shall cause be accurate in all material respects. (g) The information regarding Purchaser and its officers and employees Subsidiaries to be supplied by Purchaser for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement-Prospectus (x) furnish except for such financial and operating data and other information as may be reasonably requested portions thereof supplied by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after Subsidiaries) will comply as to form in all material respects with the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All provisions of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law Exchange Act and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, rules and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become availableregulations thereunder. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entitiesinformation supplied, or the institution of material litigation (including to be supplied, by Purchaser for inclusion in applications to Governmental Entities to obtain all litigation relating permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated hereby), by this Agreement shall be accurate in all material respects. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyrules and regulations thereunder.

Access and Information. (a) Prior Subject to the Effective Timeapplicable Law, upon reasonable notice, the Company Sellers and RMST shall, and shall cause its Subsidiaries their Affiliates to, upon reasonable notice, afford Parent and its counsel, accountants, consultants Purchaser’s officers and other authorized representatives Representatives reasonable access, during normal business hourshours throughout the period prior to the Closing, to the their employees, properties, books books, Contracts and records relating to the Business and, during such period, the Sellers and RMST shall, and shall cause their Affiliates to, furnish promptly to Purchaser all information concerning their businesses, properties and personnel as may reasonably be requested; provided that nothing herein shall require a Seller or RMST to disclose any information to Purchaser if such disclosure would violate applicable Law or constitute a waiver of the Company attorney-client privilege. All requests for access or information made pursuant to this Section 5.3 shall be directed to the executive officers of Premier or other Person designated by Premier. (b) Until the later of (x) the closing of the Bankruptcy Cases, and its Subsidiaries(y) the liquidation and winding down of the Sellers’ estates (but in no event later than six (6) years after the Closing Date, unless a shorter period is otherwise required in connection with the Bankruptcy Cases): (i) Purchaser will preserve and keep any of the business records and files (including accounting records) contained in the Transferred Assets or the assets otherwise relating to the Business (the “Books and Records”). (ii) The Purchaser shall allow the Sellers and any of their Representatives access to all Books and Records of the Transferred Assets and Assumed Liabilities and the Transferred Employees during normal business hours and upon reasonable notice at the Purchaser’s principal place of business or at any location where such records are stored and personnel is located to the extent such access is necessary (A) for the Sellers to comply with reporting, disclosure, filing, auditing or other requirements imposed on the Sellers by a Governmental Entity; (B) in order for the Sellers to effect the winding down of their estates, including reconciling and objecting to claims in the Bankruptcy Cases; and (C) in preparation for any existing legal, judicial, regulatory, administrative or other proceeding involving the Sellers, and the Sellers’ Representatives shall have the right, at their expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done in such a manner so as not unreasonably to interfere with the normal conduct of the Purchaser’s business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish any such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be access is subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementa customary confidentiality agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to From the Effective Timedate hereof until the Closing, the Company Seller Agreement Parties shall, and shall cause its Subsidiaries each Seller Entity to, permit Parent and Merger Sub and their financing providers, if any, and their respective advisers and other representatives to have reasonable access, during business hours and upon reasonable notice, afford to Seller’s properties and facilities. From the date hereof until the Closing, Parent and Merger Sub shall permit Seller and its counsel, accountants, consultants advisors and other authorized representatives to have reasonable access, during normal business hourshours and upon reasonable notice, to the employeesParent’s and Merger Sub’s properties and facilities. Seller shall furnish, propertiesor cause to be furnished, books to Parent and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such Merger Sub any financial and operating data and other information (including, without limitation, Tax information) that is available with respect to any Seller Entity as may be reasonably requested by Parent shall from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingreasonably request, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions applicable Law, attorney-client privilege, or limitations of contractual restriction; provided that Parent shall comply with all applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent card holder security guidelines required upon viewing or accepting any card holder data. The Seller Agreement Parties shall, and shall cause its Subsidiaries Seller to, upon reasonable noticeprovide to Parent updated monthly financial statements of Seller promptly following each calendar month-end following the date hereof until the Closing Date. No information provided to or obtained by Parent pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Parent (including Parent’s right to seek indemnification pursuant to ARTICLE IX), afford or the Company and its counselrepresentations or warranties of, accountants, consultants and other authorized representatives reasonable access, during normal business hours, or the conditions to the employeesobligations of, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreementparties hereto. All of the requirements information provided to or obtained by any party heretofore or hereafter, including pursuant to clause (a) of this Section 5.4(b) 6.1, shall be held in confidence by the relevant party in accordance with and subject to the terms of the Mutual Non-Disclosure Agreement, dated June 7, 2011, between Parent and Seller (the “Confidentiality Agreement”) provided, that, Parent may disclose such information to any prohibitions or limitations of applicable law lenders from whom the Parent is seeking financing if Parent and shall be subject such lender have entered into a confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to During the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent period from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities LawsClosing, The NASDAQ Global Market except to the extent prohibited by applicable Law or the MBCA. All terms of any Contract entered into prior to the requirements date hereof for which Parent has been unable, despite use of this Section 5.4(aits reasonable best efforts, to obtain a consent or waiver from the other parties thereto (other than any Affiliate of Parent) to enable disclosure to LMC, or as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be subject to any prohibitions provided in a manner that does not result in such violation, loss or limitations of applicable law impairment), and shall be subject to the obligations of LMC under the Confidentiality Agreement. Agreement with respect thereto, Parent will permit (band will cause the Transferred Subsidiaries to permit) Prior Representatives of LMC to have reasonable access during normal business hours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination, and documents of or pertaining to the Effective TimeTransferred Business, and reasonable opportunity upon prior notice and consultation with Parent shallto communicate with employees of the Transferred Business (provided that Parent and the Transferred Subsidiaries shall have the right to be present by representative for all such contacts between LMC and any employee of the Transferred Business, whether in person, telephonic or otherwise), except with respect to DTV, as may be necessary to permit LMC to, at its sole expense, make, or cause to be made, such investigations thereof as are reasonably necessary in connection with the consummation of the Transactions, and Parent shall (and shall cause its the Transferred Subsidiaries to) reasonably cooperate with any such investigations; provided that Parent's designees on the Board of Directors of DTV, upon reasonable notice, afford the Company subject to their fiduciary duties to DTV and its counselstockholders, accountants, consultants and other authorized representatives reasonable access, during normal business hours, shall take no action to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business investigation of DTV by LMC. No information or operations of Parent and its Subsidiaries and knowledge obtained in any investigation pursuant to this Section 6.1 or otherwise shall not affect or be deemed to modify any representation or warranty contained herein or delivered pursuant hereto or to modify the representations and warranties made by Parent in this Agreement. All conditions to the obligations of the requirements of this Section 5.4(b) shall be subject parties hereto to any prohibitions or limitations of applicable law and shall be subject to consummate the Confidentiality AgreementTransactions. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to From the Effective Timedate of this Agreement through the Closing Date, the Company shall, and shall cause its Subsidiaries subsidiaries to, (i) afford to Newfield companies and their officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Acquiror Representatives") access during ordinary business hours and at other reasonable times, upon reasonable prior notice, afford Parent and its counselto the officers, employees, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employeesagents, properties, books offices and records other facilities of the Company and its Subsidiaries; providedsubsidiaries and to the books and records thereof and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, howeverproperties, that such access shall not unreasonably interfere with the business or operations contracts, records and personnel of the Company and its Subsidiaries subsidiaries (including, without limitation, financial, operating and shall not affect other data and information) as may be reasonably requested, from time to time, by Acquiror or the representations and warranties made by Acquiror Representatives, in each case for the purpose of conducting an investigation of the affairs of the Company and its subsidiaries in connection with the transactions contemplated by this Agreement. Without limitation Notwithstanding the foregoing provisions of the foregoingthis Section 7.02, the Company shall cause its officers and employees not be required to (x) grant access or furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market Acquiror Representatives to the extent that such access or the MBCAfurnishing of such information is prohibited by any Law or contract. All Acquiror's investigation shall be conducted, to the extent reasonably practicable, in a manner that minimizes any significant interference with the normal operations of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementCompany. (b) Prior to the Effective Time, Parent Acquiror shall, and shall direct and use all reasonable efforts to cause its Subsidiaries the other Acquiror Representatives to, hold in confidence and not disclose (except to Acquiror Representatives or as required by applicable law, court order or the applicable rules of a stock exchange) all nonpublic information received from the Company or its representatives in connection with the transactions contemplated by this Agreement until the earlier of (i) the Closing, (ii) three years after the termination of this Agreement or (iii) such time as such information is otherwise publicly available, and, if this Agreement is terminated, Acquiror shall, and shall direct and use all reasonable efforts to cause the other Acquiror Representatives to, either destroy or deliver to the Company all documents, work papers and other materials (including copies) provided or based upon information provided by the Company or its representatives in connection with the transactions contemplated by this Agreement. In addition, from and after the Closing until the earlier of three years after the Closing or such time as such information is otherwise publicly available, Acquiror shall, and shall direct and use all reasonable noticeefforts to cause the other Acquiror Representatives to, afford hold in confidence and not disclose (except as required by applicable law, court order or the applicable rules of a stock exchange) all nonpublic information regarding the members of the Company and agreements between the Company and its counsel, accountants, consultants and other authorized members received from the Company or its representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere in connection with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made transactions contemplated by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior The Company shall, shall cause its subsidiaries to the Effective Timeand shall direct and use all reasonable efforts to cause its and their officers, managers, directors, members, shareholders, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Company shall promptly provide Parent with copies Representatives") to, hold in confidence and not disclose (except to other Company Representatives, as necessary or appropriate for purposes of all monthly tax returns and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.governmental

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time, (i) the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent Sterling and its counsel, accountants, consultants counsel and other authorized representatives reasonable access, full access during normal business hours, hours to the employees, properties, books books, contracts, Tax Returns, Reports, commitments and records of the Company and its Subsidiaries; providedSubsidiaries at any time, howeverand from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that such access shall Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business or operations of the Company during the course of such visits, and (ii) Sterling shall upon reasonable notice make personnel and copies of its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data SEC reports and other information as may be reasonably requested by Parent from time related to time and (y) respond Sterling's operations or financial performance available to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable and its advisors for purposes of any review or report to Parent a copy of each registration statement, prospectus, report, form and other document the Company Board in evaluating the Merger. (if anyb) that will be filed by it or any of its Subsidiaries after During the period from the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to through the Effective Time, the Company shall furnish to Sterling (i) all Reports which are filed after the date hereof promptly provide Parent with copies upon the filing thereof, (ii) a copy of all each Tax Return filed by it after the date hereof, and (iii) monthly and other interim financial statements in the form prepared by the Company for its internal use. During this period, the Company shall notify Sterling promptly of any material change in the Condition of the Company or any of its Subsidiaries. (c) Notwithstanding the foregoing provisions of this Section 8.01, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (d) Sterling agrees that it will keep confidential any information furnished to it by the Company in connection with the transactions contemplated by this Agreement which is reasonably designated as confidential at the same become availabletime of delivery, except to the extent that such information (i) was already known to Sterling and was received from a source other than the Company or any of its Subsidiaries, directors, officers, employees or agents, (ii) thereafter was lawfully obtained from another source or was publicly disclosed by the Company or its agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to keep confidential, in accordance with the provisions of this clause (d), any information furnished to it by Sterling in connection with transactions contemplated by this Agreement that is reasonably designated as confidential at the time of delivery. (e) The Company shall also provide Parent cooperate, and shall cause its Subsidiaries, accountants, counsel and other representatives to cooperate, with prompt written notice Sterling and its accountants, counsel and other representatives, in connection with the preparation by Sterling of any investigations applications and documents required to obtain the Approvals which cooperation shall include providing all information, documents and appropriate representations as may be necessary in connection therewith and, when requested by Governmental EntitiesSterling, or preparing and filing regulatory applications. (f) From and after the institution date of material litigation (including all litigation relating to the transactions contemplated hereby)this Agreement, each of Sterling and the Company shall keep Parent informed of such eventsuse reasonable commercial efforts to satisfy or cause to be satisfied all conditions to their respective obligations under this Agreement. Parent shall provide While this Agreement is in effect, neither Sterling nor the Company shall take any actions, or omit to take any actions, which would cause this Agreement to become unenforceable in accordance with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyterms.

Access and Information. (a) Prior to From and after the Effective Timedate of this Agreement and until the Closing Date, the Company shallSeller shall give, and shall cause its Subsidiaries toto give, upon reasonable notice, afford Parent to Buyer and its counselAffiliates, and their respective officers, employees, accountants, consultants counsel and other authorized representatives representatives, reasonable access, access during Seller’s or the applicable Subsidiary’s normal business hourshours to all of Seller’s and the applicable Subsidiary’s properties, books, Contracts, commitments, reports of examination and records relating to the employeesµWave Business, propertiesthe Transferred Employees, books the Purchased Assets and records of the Company and its SubsidiariesAssumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third Party confidentiality obligation; provided, however, that such in the event that access shall not unreasonably interfere with the business is limited or operations of the Company restricted pursuant to this parenthetical, Seller and its Subsidiaries shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual Third Party confidentiality obligation). Seller shall assist, and shall not affect the representations cause its Subsidiaries to assist, Buyer and warranties made by the Company its Affiliates, and their respective officers, employees, accountants, counsel and other representatives, in this Agreement. Without limitation of the foregoing, the Company making such investigation and shall cause its officers and employees to (x) furnish such financial and operating data counsel, accountants, engineers, consultants and other information as may non-employee representatives to be reasonably requested by Parent from time available to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementthem for such purposes. (b) Prior to From and after the Effective TimeClosing Date, Parent shallSeller and Buyer and their respective Subsidiaries shall provide, and shall cause its Subsidiaries totheir respective Affiliates to provide, upon reasonable noticeto each other and to their respective officers, afford the Company and its counselemployees, accountants, consultants counsel and other authorized representatives reasonable accessrepresentatives, during normal business hours, upon request (subject to the employees, properties, books and records of Parent and its Subsidiariesany limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third Party confidentiality obligation; provided, however, that such in the event that access is limited or restricted pursuant to this parenthetical, Seller and Buyer and their respective Subsidiaries shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not unreasonably interfere with jeopardize any attorney-client privilege or legal or contractual Third Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Transferred Contracts, Transferred In-Licenses, Transferred Out-Licenses, and Transferred Governmental Permits and any other information existing as of the business Closing Date and relating to the µWave Business, the Purchased Assets, the Assumed Liabilities or operations of Parent and its Subsidiaries the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the µWave Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the Party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body, including assisting and cooperating with Buyer in the preparation of historical or pro forma financial statements related to the µWave Business for purposes of complying, or preparing to comply, with any rules or regulations of the Securities and Exchange Commission, including, but not affect limited to, any such required historical depreciation and amortization expenses with respect to the representations and warranties made by Parent µWave Business; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one Party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. All of The Party requesting such information or assistance shall reimburse the requirements of other Party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such Party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.4(b5.1(b) shall be subject to any prohibitions or limitations of applicable law during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the Confidentiality AgreementParty having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Prior Buyer agrees to preserve all Business Records, Transferred Contracts, Transferred In-Licenses, Transferred Out-Licenses, and Transferred Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the Effective Timeextent Business Records, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental EntitiesTransferred Contracts, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby)Transferred In-Licenses, Transferred Out-Licenses, and the Company shall keep Parent informed of Transferred Governmental Permits are placed in storage, they will be kept in such events. Parent shall provide the Company with prompt written notice of the institution or, a manner as to its knowledge, the threat of litigation relating to the transactions contemplated herebymake individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (ai) Prior to The Company and Seller have given and, during the Effective TimeInterim Period, the Company shallSeller shall give, and or shall cause its Subsidiaries toto be given, upon reasonable notice, afford Parent to Purchaser and its counselemployees, accountants, consultants agents and other authorized representatives reasonable appropriate access, during normal business hoursat all reasonable times and at Purchaser's expense, to the employees, properties, books books, files, records and records officers of the Company and its Subsidiaries; providedof Seller and their agents, howeverincluding legal representatives and accountants, as such relate to the Company Assets and the Transmission Business, and will furnish or shall cause to be furnished, at no cost to Purchaser other than reasonable out-of-pocket expenses and the cost of copying or duplication, all information and documents relating to the Transmission Business as Purchaser may reasonably request, and permit Purchaser to contact and meet with the employees of Seller involved in the Transmission Business at such place or places and at such times as reasonably designated by Purchaser, provided that no such access investigation shall not unreasonably interfere with the business Transmission Business, or operations relationships with employees or customers of Seller or customers of the Company. During the Interim Period, Seller shall permit Purchaser to make copies of information relating to the Transmission Business contained in the books, files and records of Seller and the Company. Purchaser will cause all information regarding Seller, the Company or the Transmission Business obtained or acquired by Purchaser or Purchaser's representatives, employees, consultants, independent contractors, attorneys and its Subsidiaries financing sources and other advisors (the "Purchaser Parties") pursuant to this Agreement to be used and maintained by the Purchaser Parties in accordance with the terms of the confidentiality agreement dated February 27, 2003, by and between McDonald Investments Inc. (as agent for Seller) and Purchaser (the "Confidentiality Agreement"). Notwithstanding the foregoing provisions of this Section 6.1(b), (1) to the extent necessary in order to obtain the Purchaser Required Governmental Consents, Purchaser may disclose such information to the appropriate Governmental Authorities provided Purchaser makes commercially reasonable efforts to ensure that the information that is so disclosed will be accorded confidential treatment by the Governmental Authority; (2) Seller shall not affect be required to disclose information to the representations extent that the disclosure thereof is prohibited under confidentiality agreements currently in effect on the date hereof, and warranties made (3) Purchaser shall be permitted to disclose information to the extent required by applicable Legal Requirements or stock exchange regulations or to the extent requested by its (or its designee's) lenders. (ii) Seller shall have the right to have a representative present at all times of any inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Seller or the Company. Purchaser shall have no right of access to, and Seller shall have no obligation to provide to Purchaser, (1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (2) any information the disclosure of which would jeopardize any privilege available to the Company, Seller or any of their Affiliates relating to such information or would cause Seller to breach a confidentiality obligation. Purchaser agrees that if Purchaser or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by the Company in this Agreement. Without limitation as of the foregoingClosing includes information that relates to the business operations or other strategic matters of Seller, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after Affiliates (other than the date of this Agreement pursuant Company), such information shall be held in confidence on the terms and subject to the requirements conditions contained in the Confidentiality Agreement, but the term of federal or state securities Laws, The NASDAQ Global Market the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Purchaser further agrees that if Seller or the MBCA. All Company inadvertently furnishes to Purchaser copies of or access to information that is subject to clause (2) of the requirements second preceding sentence, Purchaser will, upon Seller's request, promptly return same to Seller and Purchaser will destroy any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). (iii) Purchaser agrees that Seller may retain (1) a copy of all materials included in the Data Room, together with a copy of all documents referred to in such materials, (2) copies of all books and records prepared by Seller or its Affiliates in connection with the transactions contemplated by this Section 5.4(aAgreement, including bids received from others and information relating to such bids, (3) copies of any books and records which may be relevant in connection with the assertion or defense of disputes arising hereunder, (4) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller, and (5) copies of all Retained E-mail. Seller agrees that all such information shall be subject to any prohibitions or limitations treated as Confidential Information of applicable law Purchaser as within the meaning of the Operation and Maintenance and Administrative Services Agreement and shall be subject to the Confidentiality Agreementterms and conditions of the confidentiality provisions contained therein. (biv) Prior Notwithstanding anything to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent contrary set forth in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies obligations of all monthly and other interim financial statements confidentiality hereof, as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating they relate to the transactions contemplated hereby), shall not apply to the federal tax structure or federal tax treatment of such transactions, and each Party (and any employee, representative, or agent of any Party) may disclose to any and all Persons, without limitation of any kind, the Company shall keep Parent informed federal tax structure and federal tax treatment of such eventstransaction. Parent shall provide the Company with prompt written notice of the institution or, The preceding sentence is intended to its knowledge, the threat of litigation relating to cause the transactions contemplated herebyhereby not to be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Code and shall be construed in a manner consistent with such purpose. In addition, each Party hereto acknowledges that it has no proprietary or exclusive rights to the tax structure of the transactions contemplated hereby or any tax matter or tax idea related to such transaction.

Access and Information. (a) Prior From the Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with Article IX, but subject to the Effective Timeother provisions of this Section 5.2 and obtaining any required consents of Third Parties (with respect to which consents Seller shall use Reasonable Efforts to obtain), the Company shall, and Seller shall cause its Subsidiaries to, upon reasonable notice, afford Parent to Buyer and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal business hours, to the employeesAssets and all Records and other documents (including title records and documents) in Seller’s or its Affiliates’ possession relating to the Gathering System and other Assets to conduct title due diligence (including surveys), properties, books environmental due diligence (including environmental assessments) and records of other due diligence with respect to the Company Assets. Seller shall also make available to Buyer and its Subsidiaries; providedRepresentatives, howeverupon reasonable notice during normal business hours, that such access shall not unreasonably interfere Seller’s personnel knowledgeable with respect to the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data Gathering System and other information Assets in order that Buyer may make such diligence investigation as may be reasonably requested Buyer considers necessary or appropriate. All investigations and due diligence conducted by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Buyer or any of its Subsidiaries after the date Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCAits Representative shall result from Buyer’s own independent review and judgment. All Buyer shall coordinate Buyer’s and its Representatives’ access rights and physical inspections of the requirements Assets with Seller to minimize any inconvenience to or interruption of this Section 5.4(a) the conduct of business by Seller and Seller shall be subject have the right to accompany Buyer and any prohibitions Representative of Buyer in connection with any physical inspection of the Assets. Buyer shall, and Buyer shall cause all of its Representatives to, abide by Seller’s, and any Third Party operator’s safety rules, regulations and operating policies while conducting Buyer’s due diligence evaluation of the Assets, including any environmental or limitations other inspection or assessment of applicable law and shall be subject to the Confidentiality AgreementAssets. (b) Prior Before conducting any sampling, boring, drilling or other invasive investigation activities with respect to any environmental due diligence (“Invasive Activities”) on or with respect to any of the Effective TimeAssets, Parent shallBuyer shall furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted and shall cause its Subsidiaries to, upon reasonable notice, afford a description of the Company approximate location and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to expected timing of such activities. If Seller reasonably determines that any of the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not proposed Invasive Activities may unreasonably interfere with normal operation of the business Assets or operations the real property and other assets associated with the Assets or if Seller reasonably determines that it is necessary in order to comply with Seller’s safety policies and procedures, Seller may require appropriate modification of Parent and the proposed Invasive Activity. Seller shall notify Buyer of any such modification within three Business Days of Seller’s receipt of the above referenced written description. Any Invasive Activities shall be conducted by ENVIRON or by such other reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed), and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Representative” of Buyer hereunder. Seller shall have the right, at its Subsidiaries and option, to split any samples collected from the Assets with Buyer. Notwithstanding anything herein to the contrary, Buyer shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(bhave access to, and/or be permitted to conduct, any environmental due diligence (including any Phase I environmental property assessment) shall be subject with respect to any prohibitions or limitations of applicable law and shall be subject Assets where Seller does not have the authority to grant access for such due diligence, unless Buyer obtains the Confidentiality Agreementnecessary authority. (c) Prior Buyer hereby indemnifies each Seller Indemnified Party from and against any and all Damages (including any injury, loss or damage arising out of such entry that may occur to Buyer or any Representative of Buyer) arising out of or resulting from any office visit, field visit, environmental property assessment or other due diligence activity conducted by Buyer or any Representative of Buyer with respect to the Effective TimeGathering System and other Assets, the Company shall EVEN IF SUCH DAMAGES ARISE OUT OF OR RESULT FROM, IN WHOLE OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF, OR THE VIOLATION OF LAW BY, A MEMBER OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY THOSE DAMAGES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES AND THOSE DAMAGES EXISTING PRIOR TO BUYER’S DUE DILIGENCE ACTIVITY. (d) Buyer agrees to promptly provide Parent with Seller, but in any event no later than 30 days after receipt or creation of the following reports and/or test results, copies of all monthly final environmental and title reports and environmental test results (in each case) prepared by Buyer and/or any Buyer Representative, which contain data collected or generated from Buyer’s due diligence with respect to the Assets. Seller shall not be deemed by its receipt of said reports and/or test results or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or Seller’s Affiliates (i) repair any damage to the Assets (including the real property and other interim financial statements as assets associated therewith) such that the same become available. The Company shall also provide Parent with prompt written notice Assets are returned to their approximate condition prior to commencement of any investigations by Governmental EntitiesBuyer’s due diligence, or if such repairs are impossible or impracticable, replace the institution Assets affected by such damage, provided that Buyer shall only be obligated to make such repairs or replacements to the extent such damage was caused by or arose out of Buyer’s due diligence, and (ii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any material litigation disturbance to the Assets (including the real property and other assets associated therewith) resulting from the due diligence conducted by or on behalf of Buyer will be promptly corrected by Buyer. (f) During all litigation relating periods that Buyer and/or any Representatives of Buyer are on the Assets for purposes of this Section 5.2, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the transactions contemplated hereby)types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list the Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and (iv) provide for 30 days prior notice to Seller in the Company event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall keep Parent informed provide evidence of such events. Parent shall provide insurance to Seller prior to entering the Company with prompt written notice of lands underlying the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyAssets.

Access and Information. (a) Prior Buyer shall be entitled to reasonable access to the Effective Timebooks, records and properties of the Company shallTarget Companies during normal business hours and upon reasonable advance notice, and Seller shall and shall cause Target Companies to cooperate with any such reasonable requests for access to the extent such access does not unreasonably interfere with the operations, activities and employees of the Target Companies. The foregoing access rights shall not include the right to (i) conduct any environmental testing, sampling or other invasive environmental investigations, (ii) have access to any information the disclosure of which would result in the waiver of any privileges or (iii) any access prohibited by the terms of any Contract. Buyer agrees that until the Closing Date or earlier termination of this Agreement in accordance with its terms, Buyer and its representatives and agents shall not contact or hold discussions with suppliers, vendors, distributors, customers or sales team members or non-executive employees of the Target Companies without the prior written consent of the Target Companies, and in any event only with the participation of representatives of the Target Companies designated by Seller. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Target Companies prior to the Closing and in accordance with applicable Laws, including competition Laws. (b) All information disclosed pursuant to this Agreement or in connection with the Transactions, or the discussions and negotiations preceding this Agreement, to Buyer (or its representatives or Affiliates), and the terms hereof, shall be held by Buyer in accordance with and subject to the terms of, and shall be kept confidential by such Persons in accordance with the confidentiality agreement dated October 26, 2020, between Seller and Buyer (the “Confidentiality Agreement”), and shall not be used by any Person, other than in connection with the Transactions. The parties agree that notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement shall survive from the date hereof, and only if the Closing shall occur, the Confidentiality Agreement shall terminate at the Closing. (c) For a period of five (5) years after the Closing or for such longer period as may be required by Law, (i) each of Seller and Buyer shall not, and Buyer shall cause its Subsidiaries the Target Companies not to, upon reasonable noticedispose of or destroy any books and records of the Seller or the Target Companies relating to the Business, afford Parent as applicable, relating to periods prior to the Closing (“Books and Records”) without first offering to turn over possession thereof to the other party, as applicable, by written notice to the other party at least 30 days prior to the proposed date of such disposition or destruction and (ii) Buyer and the Target Companies shall provide Seller and its Affiliates and Seller shall provide Buyer and its Affiliates and their respective officers, consultants, employees, counsel, accountants, consultants agents and other authorized representatives reasonable access, during normal business hourshours and upon reasonable advance written notice, to the employees, properties, books Books and records of Records and such other information and assistance relating to the Company and its SubsidiariesBusiness; provided, however, that such access shall not unreasonably interfere with the business or operations only be granted in furtherance of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any party’s exercise of its Subsidiaries after the date of rights under this Agreement pursuant to or for the requirements preparation of federal or state securities Lawsits Tax Returns, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be in each case, subject to the Confidentiality Agreement. (b) Prior such party’s execution of a customary confidentiality agreement reasonably acceptable to the Effective Timeother party (such acceptance not to be unreasonably withheld, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business conditioned or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementdelayed). (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Seller will give, and cause its Affiliates to give, to Buyer and to its officers, employees, accountants, counsel, environmental consultants and other representatives reasonable access during Seller's or the applicable Affiliate's normal business hours throughout the period prior to the Effective TimeClosing to all of Seller's or the applicable Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to the Company shallBusiness or the Purchased Assets (but excluding the Excluded Assets and Excluded Liabilities (other than those relating to environmental or occupational health and safety matters) and subject to any limitations LUCENT TECHNOLOGIES/CELESTICA that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation). Seller shall assist, and cause its Affiliates to assist, Buyer in making such investigation and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, engineers, consultants and other authorized non-employee representatives to be reasonably available to Buyer for such purposes; it BEING UNDERSTOOD that Buyer shall reimburse Seller or the applicable Affiliate promptly for reasonable accessand necessary out of pocket expenses incurred by Seller or any Affiliate in complying with any such request by or on behalf of Buyer. In accordance with and subject to the foregoing, during normal business hoursSeller shall permit environmental consultants retained by Buyer to conduct reasonable environmental studies of the Premises. In accordance with and subject to the foregoing, Seller shall permit environmental consultants retained by Buyer to conduct environmental studies of the Premises that are recommended by such consultants (including reasonable intrusive environmental investigations where so recommended) on a basis that does not interfere unreasonably with the ongoing operations of the Business. Seller shall have the right to review Buyer's plans for environmental studies/investigations and shall provide prompt comments. Buyer shall provide Seller with a copy of any report(s) resulting from Buyer's environmental studies/investigations which shall be subject to the same confidentiality obligations as the Reports are in Section 5.10. Seller shall not be bound by any conclusions or recommendations or findings of Buyer's consultants' studies/investigations but such shall constitute non-exclusive evidence of the information, findings, conclusions and recommendations therein. When Buyer's studies/investigations are completed, Buyer shall at its expense reasonably restore the Premises to a state not materially worse than its previous condition. (b) After the Closing Date, Seller and Buyer will provide, and will cause their respective Affiliates to provide, to the each other and to their respective officers, employees, propertiescounsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Business or the Purchased Assets, and will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions, operations or activities relating to the Business or the Purchased Assets, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with reporting, filing or other requirements imposed by any foreign, local, state or federal court, agency or regulatory body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made contemplated by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a5.1(b) shall be subject to any prohibitions during normal business hours and upon not less than two (2) Business Days' prior written request by or limitations on behalf of applicable law Buyer and shall be subject to such reasonable limitations as the Confidentiality Agreement. (b) Prior party having custody or control thereof may impose to preserve the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records confidentiality of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreementinformation contained therein. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement.LUCENT TECHNOLOGIES/CELESTICA (c) Prior Buyer agrees to the Effective Timepreserve all Business Records, the Company shall promptly provide Parent with copies of all monthly Licenses and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation Permits relating to the transactions contemplated hereby)period ending on the Closing Date and to the extent transferred to Buyer for at least seven (7) years after the Closing Date. After this seven-year period and at least ninety (90) days prior to the planned destruction of any Business Records, Licenses or Governmental Permits, Buyer shall notify Seller in writing and the Company shall keep Parent informed of make available to Seller, upon its request, such eventsBusiness Records, Licenses and Governmental Permits. Parent shall provide the Company with prompt written notice of the institution orBuyer further agrees that, to its knowledgethe extent Business Records, Licenses or Governmental Permits are placed in storage, they will be indexed in such a manner as to make individual document retrieval possible in an expeditious manner as is reasonably practicable under the threat of litigation relating to the transactions contemplated herebycircumstances.

Access and Information. (a) Prior Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period before the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might jeopardize any privilege relating to, the matters being discussed or (ii) confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The parties will endeavor to make appropriate and reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clause (i), clause (ii) or the preceding sentence apply. (b) From the date hereof until the Effective Time, the Company shall, and shall cause its respective Subsidiaries to, upon reasonable noticepromptly provide to Purchaser (i) a copy of each report filed with a Governmental Entity, afford Parent (ii) a copy of each periodic report provided to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as may be reasonably requested; provided that Purchaser shall not be entitled to receive reports or other documents relating to (w) solely in the case of clause (ii), matters involving this Agreement, (x) pending or threatened litigation or investigations if, in the opinion of counsel, accountantsthe disclosure of such information would or might jeopardize any privilege relating to, consultants the matters being discussed, or (y) confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws. The Company will endeavor to make appropriate and other authorized reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clause (w) or (x) apply. (c) The Company and Purchaser will not, and will cause its respective representatives reasonable accessnot to, during normal business hoursuse any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the employeesconsummation of the transactions contemplated by this Agreement and will hold such information and documents in confidence and treat such information and documents as secret and confidential and will use all reasonable efforts to safeguard the confidentiality of such information and documents in accordance with the provisions of (i) the confidentiality agreement, propertiesdated February 23, books 2018, between Purchaser and records of the Company and (ii) the confidentiality agreement, dated April 16, 2018, between Purchaser and the Company (collectively, the “Confidentiality Agreements”). (d) From and after the date hereof, representatives of Purchaser and the Company shall meet on a regular basis to discuss and plan for the conversion of the Company’s and its Subsidiaries; provided, however, that such access shall not unreasonably interfere ’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries with the business or operations goal of conducting such conversion as soon as practicable following the consummation of the Bank Merger. (e) Within ten (10) Business Days of the end of each calendar month, the Company shall provide Purchaser with an updated list of Loans described in Section 3.2(w)(vi). (f) The information regarding the Company and its Subsidiaries and shall not affect the representations and warranties made to be supplied by the Company for inclusion in this Agreement. Without limitation the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the foregoingcircumstances under which they are made, not misleading. The information supplied, or to be supplied, by the Company for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated by this Agreement shall cause be accurate in all material respects. (g) The information regarding Purchaser and its officers and employees Subsidiaries to be supplied by Purchaser for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement-Prospectus (x) furnish except for such financial and operating data and other information as may be reasonably requested portions thereof supplied by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after Subsidiaries) will comply as to form in all material respects with the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All provisions of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law Exchange Act and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, rules and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become availableregulations thereunder. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entitiesinformation supplied, or the institution of material litigation (including to be supplied, by Purchaser for inclusion in applications to Governmental Entities to obtain all litigation relating permits, consents, approvals and authorizations necessary or advisable to consummate the transactions contemplated hereby), by this Agreement shall be accurate in all material respects. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyrules and regulations thereunder.

Access and Information. (a) Prior to From the date of this Agreement through the Effective Time, the Company shallSeller shall afford to each of SouthTrust, ST-Sub and shall cause its Subsidiaries toST-Bank and their authorized agents and representatives, upon reasonable noticeaccess to their respective properties, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, propertiesassets, books and records of and personnel, except for materials that are legally privileged or which the Company Seller is prohibited by law from disclosing, during reasonable business hours and its Subsidiariesafter reasonable notice; providedand SouthTrust, however, that such access ST-Sub and ST-Bank shall not unreasonably interfere be provided with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel of Seller as may be reasonably requested by Parent they shall from time to time reasonably request, except for materials that are legally privileged or which the Seller is prohibited by law from disclosing. SouthTrust, ST-Sub and (y) respond ST-Bank agree to conduct any such reasonable inquiries requests and discussions hereunder in a manner so as not to interfere with normal operations and consumer and employee relationships of Seller. In the event SouthTrust, ST-Sub and ST-Bank learn of any information or matters during such investigation that SouthTrust, ST-Sub and ST-Bank believe may be made by Parent constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements contained herein, SouthTrust, ST-Sub and ST-Bank shall provide the Seller with a written notice within 15 business days, specifying the information or matters learned and the basis upon which they may constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements and the Seller has the right to cure such material breach within 20 calendar days from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of such notice or such longer period as extended by the parties in writing. No breach of a representation, warranty, covenant or agreement that is learned pursuant to SouthTrust's or ST-Bank's investigation contemplated by this Section 4.04 shall constitute a material breach of a representation, warranty, covenant or agreement by Seller under any provision of or for any purpose under this Agreement and the information or matters underlying such breach shall be deemed to have been fully disclosed in Seller's disclosure pursuant to this Agreement, unless SouthTrust, ST-Sub and ST-Bank provide Seller with a written notice relating thereto delivered and the requirements of federal or state securities LawsSeller has not cured such breach within the time period provided in the immediately preceding sentence and SouthTrust, The NASDAQ Global Market or ST-Sub and ST-Bank exercise its right to terminate this Agreement on the MBCA. All of the requirements of this basis thereof in accordance with Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement6.01(e). (b) Prior to Each party hereto shall treat as strictly confidential all information received from the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries party and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject divulge to any prohibitions other person, natural or limitations corporate (other than essential employees and agents of applicable law each party) any financial statements, schedules, contracts, agreements, instruments, papers, documents and shall be subject other information relating to the Confidentiality Agreementother party which it may come to know or which may come into its possession and, if the transactions contemplated hereby are not consummated for any reason, shall promptly return to the other party all material furnished by the other party. (c) Prior to the Effective TimeEach party hereto will not, the Company shall promptly provide Parent with copies and will cause its respective representatives not to, use any information obtained from any other such party as a result of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation this Agreement (including all litigation relating to this Section 4.04) or in connection with the transactions contemplated hereby)hereby (whether so obtained before or after the execution hereof, including work papers and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledgeother materials derived therefrom (collectively, the threat "Confidential Information") for any purpose unrelated to the consummation of litigation relating to the transactions contemplated herebyby this Agreement. Subject to the requirements of law, regulation and applicable Regulatory Agencies, each party hereto will keep confidential, and will cause its respective representatives to keep confidential, all Confidential Information relating to or furnished by any other such party unless such information (i) was already or becomes known to the general public, other than from a prohibited disclosure by a party to this Agreement or its representatives, (ii) becomes available to such party or an affiliate of such party from sources (other than another party to this Agreement or its representatives) not bound by a confidentiality obligation or agreement, (iii) is disclosed with the prior written approval of the party which furnished such Confidential Information or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party hereto and its respective representatives shall promptly cause all Confidential Information in the possession of itself and its representatives, including all copies or extracts thereof, to be returned to the party which furnished the same.

Access and Information. (a) Prior Upon reasonable notice, Harbor shall (and shall cause Harbor Federal to) afford Provident and its representatives (including, without limitation, directors, officers and employees of Provident and its affiliates and counsel, accountants and other professionals retained by Provident) such reasonable access during normal business hours throughout the period prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Time to the employeesbooks, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, books personnel and records of the Company to such other information relating to Harbor and its SubsidiariesHarbor Federal as Provident may reasonably request; provided, however, that no investigation pursuant to this Section 4.3shall affect or be deemed to modify any representation or warranty made by Harbor in this Agreement. Notwithstanding the foregoing, neither Harbor nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize any attorney-client privilege. In furtherance, and not in limitation of the foregoing, Harbor shall not unreasonably interfere make available to Provident all information necessary and appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. (b) Harbor shall provide Provident with true, correct and complete copies of all financial and other information relating to the business or operations of Harbor or Harbor Federal that is provided to directors of Harbor and Harbor Federal in connection with meetings of their Boards of Directors or committees thereof. (c) As soon as reasonably available, but in no event more than 45 days after the Company end of each fiscal quarter (and 90 days in the case of the fourth fiscal quarter), Harbor shall deliver to Provident its Subsidiaries Quarterly and Annual Reports, as filed with the SEC under the Exchange Act. Harbor shall deliver to Provident any Current Reports on Form 8-K promptly after filing such reports with the SEC and shall provide Provident with a copy of any press release promptly after such release is made available to the public. (d) Provident will not, and will cause its representatives not affect to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the representations and warranties made consummation of the transactions contemplated by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant Subject to the requirements of federal or state securities Lawsapplicable law, The NASDAQ Global Market or the MBCA. All of the requirements of Provident will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.4(a4.3 unless such information (i) shall was already known to Provident or an affiliate of Provident, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to Provident or an affiliate of Provident from other sources not known by such party to be subject to any prohibitions bound by a confidentiality agreement or limitations other obligation of applicable law and shall be subject to secrecy, (iii) is disclosed with the Confidentiality Agreementprior written approval of Harbor or (iv) is or becomes readily ascertainable from published information or trade sources. (be) Prior During the period of time beginning on the day application materials to obtain the requisite regulatory approvals for the Merger are initially filed and continuing to the Effective Time, Parent shallincluding weekends and holidays, and Harbor shall cause its Subsidiaries to, upon reasonable notice, afford the Company Harbor Federal to provide Provident and its counsel, accountants, consultants Provident Bank and other their authorized agents and representatives reasonable access, during full access to Harbor Federal offices after normal business hours, hours for the purpose of installing necessary wiring and equipment to be utilized by Provident Bank after the employees, properties, books and records of Parent and its SubsidiariesEffective Time; provided, howeverthat: (i) reasonable advance notice of each entry shall be given to Harbor Federal and Harbor Federal approves of each entry, that such access which approval shall not be unreasonably withheld; (ii) Harbor shall consent to the scope of work to be performed, which consent shall not be unreasonably withheld; (iii) Harbor Federal shall have the right to have its employees or contractors present to inspect the work being done; (iv) to the extent practicable, such work shall be done in a matter that will not interfere with Harbor Federal's business conducted at any affected branch offices; (v) all such work shall be done in compliance with all applicable laws and government regulations, and Provident Bank shall be responsible for the business procurement, at Provident Bank's expense, of all required governmental or operations of Parent administrative permits and its Subsidiaries approvals; (vi) Provident Bank shall maintain appropriate insurance satisfactory to Harbor Federal in connection with any work done by Provident Bank's agents and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of representatives pursuant to this Section 5.4(b4.3; (vii) Provident Bank shall be subject reimburse Harbor Federal for any material out-of-pocket costs or expenses reasonably incurred by Harbor Federal in connection with this undertaking, including, without limitation, employee overtime expense; and (viii) in the event this Agreement is terminated in accordance with Article VI hereof, Provident Bank, within a reasonable time period and at its sole cost and expense, will restore such offices to any prohibitions or limitations of applicable law and shall be subject their condition prior to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice commencement of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyinstallation.

Access and Information. (a) Prior to the Effective Time, the Company shall, and Seller shall cause its Subsidiaries to, upon reasonable notice, afford Parent permit Buyer and its counsel, accountants, consultants finance providers (provided that such financing sources are accompanied by representatives of Buyer) and their respective advisers and other authorized representatives after the date of this Agreement to have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the employeesSeller’s, propertiesSelling Subsidiaries’ and Transferred Companies’ properties and facilities, books including the Real Property, subject to Seller’s reasonable rules and records regulations, but not the right to perform any invasive or environmental testing or sampling or other “Phase I” or “Phase II” investigations without Seller’s prior consent, which consent shall be withheld or granted in Seller’s sole discretion, provided that Buyer shall maintain and deliver evidence to Seller of the Company adequate insurance before entering any Real Property and its Subsidiaries; provided, however, that indemnify Seller for any losses arising as a result of any such access by Buyer. Seller shall not unreasonably interfere with the business furnish, or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoingcause to be furnished, the Company shall cause its officers and employees to (x) furnish such Buyer any financial and operating data and other information that is readily available with respect to the Business as may be reasonably requested by Parent Buyer shall from time to time and reasonably request. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.1, Seller, in its sole discretion, may deny or restrict any access (yi) respond involving possible breaches of applicable confidentiality agreements with third parties, environmental reviews the written work plan for which had not been previously approved by Seller in its sole discretion, or possible waivers of any applicable attorney-client privileges; (ii) to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingany manufacturing processes, the Company shall furnish as promptly as practicable to Parent a copy know-how, operating instructions or other proprietary knowledge of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Seller or any of its Subsidiaries after Affiliates with respect to the date products and materials used in or manufactured by the Business or the Retained Businesses or (iii) in the event Buyer is in material breach of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCAAgreement. All of the requirements of this Section 5.4(a) It is further understood that Seller shall be subject under no obligation to grant Buyer, its finance providers or their respective representatives any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that access if such access shall not would, under the circumstances, unreasonably interfere with the business Seller’s or operations the Selling Subsidiaries’ operations, activities or employees, or if such access would, in the judgment of Parent the Seller, violate applicable antitrust, industrial security or similar laws. In an effort to prevent any interference or disruption caused by such access, Seller may, at its sole discretion, reasonably limit the number of individuals and the number of visits to its Subsidiaries facilities. Buyer shall coordinate all such access with a Seller employee who will be identified to Buyer promptly after the execution of this Agreement, and shall not directly or indirectly contact any other employee, or any customer or supplier, of Seller or of the Business without the prior approval of the designated employee. Except to the extent provided in this Agreement or disclosed in the Schedules hereto, no information provided to or obtained by Buyer pursuant to this Section 5.1 shall limit or otherwise affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject remedies available hereunder to any prohibitions or limitations of applicable law and shall be subject Buyer (including, but not limited to, Buyer’s right to the Confidentiality Agreement. (c) Prior seek indemnification pursuant to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental EntitiesArticle VIII), or the institution of material litigation (including all litigation relating representations or warranties of, or the conditions to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledgeobligations of, the threat of litigation relating parties hereto. The Seller shall in good faith develop, including during the period prior to Closing, the transactions transition and migration plan for the services contemplated herebyby the Transition Services Agreement. Buyer shall in good faith cooperate therewith.

Access and Information. The Sellers (a) Prior shall permit the Buyer and its representatives (including, for purposes of this Section 5.4, prospective lenders), after the date of execution of this Agreement and prior to the Effective TimeClosing Date, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives to have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the employeesoffices, plants, properties, books and records records, personnel, counsel and auditors of AIG, (b) shall furnish, or cause to be furnished, to the Company and Buyer or its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such representatives any financial and operating data and other information with respect to the business and properties of AIG as may be reasonably requested by Parent the Buyer or its representatives shall from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, reasonably request for the Company shall furnish as promptly as practicable to Parent a copy purpose of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect verifying the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law Sellers hereunder and shall be subject to the Confidentiality Agreement. (c) Prior shall cause its auditors to permit the Buyer and its representatives to examine their records and working papers to the Effective Timeextent such records and papers pertain to the Business; PROVIDED, HOWEVER, that no investigation by the Buyer or its representatives shall affect or limit the scope of the Sellers' representations and warranties herein or limit the Sellers' liability for any breach of such representations and warranties. In the event of the termination of this Agreement, the Company Buyer shall (i) promptly provide Parent with copies of deliver to the Sellers all monthly documents containing confidential information obtained by the Buyer from the Sellers, AIG or their representatives and (ii) certify to the Sellers that the Buyer has destroyed, or caused to be destroyed, documents, work papers and other interim financial statements material generated by the Buyer reflecting confidential information obtained from the Sellers, AIG or their representatives as a result of this Agreement or in connection herewith, whether so obtained before or after the same become availableexecution hereof. The Company Buyer shall also provide Parent with prompt written notice at all times prior to the Closing Date, and in the event of termination of this Agreement, cause any investigations by Governmental Entitiesinformation so obtained to be kept confidential and will not use, or permit the institution of material litigation (including all litigation relating use of, such documents, work papers and other materials in its business or in any other manner or for any other purpose except as contemplated hereby and except for any such information that is now or hereafter becomes available to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice public through no fault of the institution or, Buyer or its representatives or was in fact known to the Buyer prior to its knowledge, the threat of litigation relating to the transactions contemplated herebydisclosure hereunder as evidenced by written records.

Access and Information. (a) Prior to the Effective TimeClosing, the Company shall, will (and shall will cause its Representatives and Subsidiaries to, upon reasonable notice, afford Parent ) give Xxxxxx Merger Corp. and its counselAffiliates, accountants, consultants lenders and other authorized representatives Representatives access during reasonable access, during normal business hours, hours to all of the employees, properties, books assets, books, contracts, commitments, Tax Returns, reports and records of the Company Group, and its Subsidiaries; providedfurnish to them all such documents, howeverrecords and information with respect to the properties, that such access shall not unreasonably interfere with the business or operations assets and Business of any member of the Company Group as Xxxxxx Merger Corp. and its Subsidiaries and Affiliates, lenders or Representatives shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to timereasonably request. Prior to the Closing, Xxxxxx Merger Corp. agrees (and will cause its Affiliates, lenders and Representatives) to keep confidential all Confidential Information. Xxxxxx Merger Corp. will disclose Confidential Information only to such of its Affiliates, and its and their filing, Representatives who have a need to know such information for the purpose of evaluating the Business of the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after or for the date purposes of consummating the transactions contemplated by this Agreement. In the event the transactions contemplated by this Agreement are not consummated and this Agreement is terminated pursuant to the requirements of federal or state securities LawsSection 7.1, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject Xxxxxx Merger Corp. will return all materials containing Confidential Information to the Confidentiality Company or will destroy such materials received by it in connection with this Agreement. (b) Prior For a period of seven (7) years from the Closing Date, the Surviving Corporation shall not dispose of any books, records, documents or information relating to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Business of any member of the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Group prior to the employeesClosing Date, properties, without first giving notice to NCP and permitting NCP to retain or copy such books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with as it may select. Within the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Timeseven-year period, the Company Surviving Corporation shall promptly provide Parent with permit NCP to examine and make copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice books, records, documents or information for purposes of providing NCP or any investigations by Governmental Entities, current or the institution former stockholder of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice information reasonably necessary to respond to inquires from any Governmental Authority, resolve any Tax controversy or defend any litigation now pending or hereafter commenced in connection with the Company or any of its Subsidiaries or the institution orownership of stock in the Company by any such stockholder prior to the Merger, or to its knowledgeprepare income and other Tax returns. In addition, the threat of litigation relating Surviving Corporation shall make available to NCP, on a reasonable basis and as reasonably requested from time to time by such other party, those persons and documents relevant to the transactions contemplated herebyabove-described matters for purposes of consultation and/or testimony in connection therewith.

Access and Information. (a) Prior From the date hereof to the Effective Time, the Company shall, and shall cause its the Company Subsidiaries to, upon reasonable notice, afford to Parent and its counselprospective financing sources and its and their respective officers, employees, accountants, consultants consultants, legal counsel and other authorized representatives representatives, upon reasonable accessprior notice, reasonable access during normal business hours, hours to (i) the employeesmanagement and key employees of the Company and Company Subsidiaries (provided that the Company shall be entitled to have one or more designees of the Company be present at or participate in any meeting or communication with such person) and (ii) all businesses, properties, facilities, contracts and books and records of the Company and its Subsidiariesthe Company Subsidiaries and all information with respect to the foregoing as Parent may reasonably request; provided, however, provided that such access shall examination and investigation will be conducted at times and in a manner that does not unreasonably interfere with the business or operations operation of the Company’s or the Company and its Subsidiaries and Subsidiaries’ respective businesses. Notwithstanding anything else to the contrary contained in this Agreement no investigation made by Parent, Merger Sub or any of their Affiliates, agents, advisors or other representatives pursuant to this Section 7.1 or otherwise shall not affect the representations and warranties or be deemed to modify any representation, warranty, covenant or indemnity made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementCompany Holder. (b) Prior Following the Effective Time, for so long as such information is retained by Parent or the Surviving Corporation (which shall be for a period of at least five (5) years), Parent shall permit the Stockholder Representative and its Affiliates and representatives (collectively, the “ABRY Parties”) to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Parent, to the books, records and personnel relating to the business of the Company, to the extent that such access may be reasonably required in connection with (i) the preparation of any Company Holder’s Tax returns or with any audit thereof, (ii) any suit, claim, action, proceeding or investigation relating to the operation of the business of the Company and the Company Subsidiaries prior to the Effective Time, (iii) any regulatory filing or matter; or (iv) any matter relating to this Agreement or the transactions contemplated hereby; provided that any such ABRY Parties shall reimburse Parent or the Surviving Corporation for all reasonable out-of-pocket costs and expenses incurred by Parent or the Surviving Corporation in connection with any such request. Parent and the Surviving Corporation, as applicable, shall attempt in good faith to maintain such books and records in reasonably accessible format and at reasonably accessible locations. (c) Following the Effective Time, Parent shall, and shall cause instruct its Subsidiaries and the Surviving Corporation’s employees to, upon at any Company Holder’s reasonable noticerequest, afford cooperate with such Company Holder as may be reasonably required in connection with the investigation and defense of any suit, claim, action, proceeding or investigation relating to the business of the Company and or any of the Company Subsidiaries that is brought against such Company Holder or any of its counselAffiliates at any time after the Effective Time by any Person other than Parent, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records Surviving Corporation or any of Parent and its Subsidiariestheir Affiliates or successors; provided, however, that such access Company Holder shall not unreasonably interfere with reimburse Parent or the business or operations of Parent Surviving Corporation promptly for all reasonable out-of-pocket costs and its Subsidiaries and shall not affect the representations and warranties made expenses incurred by Parent or the Surviving Corporation in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to connection with any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementsuch request. (cd) Prior to As soon as practicable after the Effective Timedate of this Agreement, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice job title of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyeach individual listed on Schedule 3.15(a).

Access and Information. (a) Prior From the date hereof until the Closing, subject to any applicable Law, Parent, in its reasonable discretion and to the Effective Timeextent not disruptive to the employees of the Target Companies, Target Business and the Company senior management of the Target Companies, shall, and shall cause its Subsidiaries Affiliates to, upon reasonable notice, afford Parent Purchaser and its counselAffiliates, accountantssubject to any contractual restrictions, consultants and other authorized representatives reasonable access, access during normal business hours, hours upon reasonable advance notice to the employees, properties, books and records of the Company Target Business and its Subsidiariessenior management of the Target Companies and their respective agents and auditors, in each case, to the extent reasonably required by Purchaser to ensure an orderly and efficient transition of the Target Business to Purchaser (including meetings in connection with talent identification and interviews with key employees), to prepare for the Closing and to facilitate the satisfaction of the conditions to the Closing under Article VI; provided, however, that such in no event shall Purchaser have access shall not unreasonably interfere with to any information (i) that relates solely to any portion of the business of Parent or operations of the Company and its Subsidiaries and shall Affiliates that is not affect the representations and warranties made by the Company being transferred pursuant to this Agreement or (ii) in this Agreement. Without limitation of the foregoingParent’s reasonable determination, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other disclosure of which would violate applicable Law, or could result in the waiver of any legal privilege. In the event that disclosing information as may be reasonably requested by would violate any obligation of Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after Affiliates with respect to confidentiality, the date of this Agreement pursuant Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementParent. (b) Prior to Following the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursClosing, to the employeesextent permitted by applicable Law, properties, Purchaser agrees to provide (or cause its Affiliates to provide) Parent with all necessary access to all books and records and other documents that it acquires pursuant to this Agreement and to its assets, properties and Representatives, in each case, to the extent that such access is reasonably required by Parent or any of its Affiliates, (i) to prepare financial statements, Tax filings or regulatory filings of Parent in respect of periods ending on or prior to the Closing Date, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Parent or any of its Affiliates is a party relating to the business and affairs of the Target Companies prior to the Closing, or (iv) SC1:3314648.6 in connection with any claim for indemnity made under or pursuant to this Agreement, in each case, subject in the case of any Confidential Information of Purchaser or any of its Affiliates to Parent and its SubsidiariesRepresentatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Parent have access to any information the disclosure of which, based on advice of Purchaser’s counsel, or in Purchaser’s reasonable determination, would violate applicable Law or could result in the waiver of any legal privilege. In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such access redaction would result in pertinent information being omitted, Purchaser shall not unreasonably interfere with the business make such information available if Parent delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Purchaser. Purchaser agrees to (or operations of Parent to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Subsidiaries and shall not affect Affiliates acquire pursuant to this Agreement for at least eight years following the representations and warranties made Closing Date (or longer if required by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementLaw). (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Until the Closing, subject only to applicable rules and regulations of the Effective TimeFCC and provided that Buyer shall agree to be bound by any confidentiality provisions of the Material Contracts, the Company shall, at the sole cost and shall cause its Subsidiaries to, upon reasonable noticeexpense of Buyer, afford Parent to Buyer and its representatives (including accountants and counsel, accountants, consultants and other authorized representatives ) reasonable access, in each case, during normal business hours, upon reasonable prior notice and in such manner as will not unreasonably interfere with the conduct of the business of the Company or any of its subsidiaries, to all properties, books, records, and Tax Returns of the Company and each of its subsidiaries and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of Buyer, to make copies of such books, records, and other documents and to discuss the business of the Company and each of its subsidiaries with such officers, directors, and counsel for the Company as Buyer deems reasonably necessary for the purposes of familiarizing itself with the Company, each of its subsidiaries and the Stations, including the right to visit the Stations; provided that such Station visits shall be scheduled at least five (5) Business Days in advance and shall be conducted in a manner intended to minimize the disruption to the employeesoperations of such Station; provided, propertiesfurther, books that Buyer shall not contact any Station personnel regarding the transactions contemplated by this Agreement without the express prior consent of the Company. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement until such time as the transactions contemplated by this Agreement have been consummated at the Closing. In furtherance of and records subject to the foregoing, at the sole cost and expense of Buyer, the Company shall authorize and request its independent public accountants to meet with Buyer and its representatives, including Buyer's independent public accountants, to discuss the business and accounts of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere subsidiaries and request its independent public accountants to make available (with the business or operations opportunity to make copies at the sole cost and expense of Buyer) to Buyer and its representatives, including its independent public accountants, all the work papers of its accountants related to their audit of the consolidated financial statements and Tax Returns of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementsubsidiaries. (b) Prior Within 30 days after the end of each calendar month, the Company shall deliver to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Buyer for the Company and its counselsubsidiaries, accountantstaken as a whole, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere monthly operating statements (in a form consistent with the monthly operating statements previously supplied to Buyer) prepared in the ordinary course of business or operations for internal purposes. In addition, within 45 days after the end of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Timeeach calendar quarter, the Company shall deliver to Buyer quarterly statements prepared in the ordinary course for internal purposes containing a listing of all trade and barter agreements of the Stations showing the status of all such agreements as of the end of the quarter. The Company or a subsidiary of the Company shall deliver to Buyer the rating books for the Stations promptly following receipt of the same by any officer or director of the Company. In addition, promptly following the distribution to the Company by the Stations, the Company will provide Parent Buyer with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyStations' weekly sales pacing reports.

Access and Information. (a) Prior ‌ Between the date of this Agreement and the Closing Date, Seller will provide to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent Buyer and its counselofficers, accountantsattorneys, consultants accountants and other authorized representatives reasonable accessrepresentatives, during normal business hours, or upon Buyer’s reasonable request: (a) free and full access to the employeesFacility, propertiessubject to prior approval of the Seller and upon at least one (1) business days prior notice, in order to conduct engineering, environmental and related third party inspections of the Facility; (b) free and full access to all of the agreements, commitments, books, records, accounts, tax returns, and documents of the Facility and permit Buyer to make copies thereof; (c) furnish the Buyer and its representatives with all information concerning the Business, properties and affairs of the Facility as Buyer reasonably requests; (d) cause the independent public accountants of Seller to make available to Buyer and its representatives all financial information relating to the Facility reasonably requested, including all working papers pertaining to audits and reviews made heretofore by such auditors; (e) furnish Buyer true and complete copies of all financial and operating statements of the Facility reasonably requested by Buyer; and (f) cause their employees and accountants to make disclosure of all material facts known to them affecting the financial condition and Business operations of the Facility and to cooperate fully with any audit, review, investigation or examination made by Buyer and its representatives, including, without limitation, delivering or making available to Buyer the following: (i) The books and records of the Company Facility; (ii) The reports of state and federal regulatory examinations pertaining to the Facility; (iii) Leases, contracts and commitments between the Seller and any other person pertaining to the Facility; (iv) All Contracts, written agreements or letters of intent relating to the Facility; (v) All licenses, permits, certificates of occupancy, variances, warranties, and guaranties in the possession of Seller or its Subsidiariesagents pertaining to the Facility shall be delivered to Buyer; (vi) Listing of capital expenditures for the Facility for the prior three (3) years; (vii) Copies of the prior year's property tax and insurance invoices for the Facility; (viii) Aged receivables report of the Facility through the Effective Date of this Agreement and monthly receivables reports for the prior twenty-four (24) months; (ix) Copies of all insurance policies now in effect with respect to the Facility, copies of any claims under such policies; (x) All engineering and technical reports, soils tests, environmental audits or reports, plats, surveys and architectural, structural and mechanical plans and specifications relating to the Facility, to the extent in the possession of Seller or its agents; (xi) The tax statements for the prior three (3) years on the Real Property; (xii) Copies of any notices of violations of any federal, state, municipal or other health, fire, building, zoning, safety, environmental protection or other applicable codes, laws, rules, regulations or ordinances relating or applying to the Facility, if any; (xiii) Physical examination of the Real Property; provided, however, that such access and (xiv) Physical examination of the Equipment and Furnishings. Buyer shall not unreasonably interfere with use its reasonable best efforts to avoid disrupting the business or normal operations of the Company Facility and its Subsidiaries and shall not affect to preserve the representations and warranties made by the Company in this Agreement. Without limitation confidential nature of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementtransaction contemplated herein. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior Subject to the Effective Timeprovisions of Section 7.03, the Company shall, Section 17.15 and shall cause its Subsidiaries to, Section 10.03(f) of Schedule 10.01 and upon reasonable notice, afford Parent Seller shall grant, or cause to be granted, to Buyer and its counsel, accountants, consultants and other authorized representatives reasonable access, Representatives access during normal business hourshours throughout the Interim Period to the Refinery Books and Records (subject to any confidentiality agreements, applicable legal restrictions (including employee consents) and any applicable legal privileges). Subject to the provisions of Section 10.03(e) and Section 10.03(f) of Schedule 10.01, during the Interim Period, Seller shall use commercially reasonable efforts to furnish, or cause to be furnished, to Buyer and its Representatives data and information concerning the employeesAssets and the Operations that may reasonably be requested by Buyer for the purposes of business separation or other transition related activities. Notwithstanding the preceding sentences to the contrary, propertiesnothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to, books and records the Refinery Books and Records shall not include, any files, records, contracts or documents of the Company Seller Companies or their respective Affiliates relating to (a) a Seller Company’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and hydrocarbon inventory valuation procedures and records; (b) the negotiation or execution of this Agreement; (c) any information the disclosure of which would result in a violation of Applicable Law; or (d) any information the disclosure of which would jeopardize any privilege available to Seller or its SubsidiariesAffiliates relating to such information or would cause Seller or its Affiliates to breach a material confidentiality obligation or other material contractual obligation to any Third Party; provided, howeverthat, in the case of subsection (d), in the event Seller determines that the provision of any requested access to Buyer would cause Seller or its Affiliates to breach a material confidentiality obligation or other material contractual obligation to any Third Party, Seller will take all reasonable steps within its control to obtain the requisite waivers or other relief from such access shall not unreasonably interfere obligations in order to provide Buyer with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementaccess. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to From the Effective Timedate hereof until the Closing, the Company shall, and Seller shall cause its Subsidiaries to, upon reasonable notice, (i) afford Parent the Buyer and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, at all reasonable times during normal regular business hourshours and upon reasonable advance notice, to the employees, Employees and the properties, books manufacturing facilities, assets, systems, Tax Returns, Books and records Records and contracts of the Company Business (other than the Excluded Business), (ii) furnish, or cause to be furnished, to the Buyer (A) copies of all Books and Records, contracts and other existing documents and (B) additional financial, operating and other data and information, in each case as the Buyer from time to time reasonably requests and (iii) instruct the Employees, and its Subsidiariescounsel and financial advisors to cooperate with the Buyer in its investigation of the Business (other than the Excluded Business), including instructing its accountants to give the Buyer access to their work papers; provided, however, that such in no event shall the Buyer have access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to any information that (x) furnish based on advice of the Seller’s counsel, would create any potential Liability under applicable Laws, including U.S. Antitrust Laws or (y) in the reasonable judgment of the Seller, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Seller with respect to confidentiality so long as, with respect to confidentiality, the Seller has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. No investigation pursuant to this Section 5.1(a) shall alter any representation or warranty given hereunder by the Seller. All requests for information made pursuant to this Section 5.1(a) shall be directed to Rxxxxxx Y.T. Sy or such financial and operating data and other information Person or Persons as may be reasonably requested designated by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to timethe Seller. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement All information received pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a5.1(a) shall be subject to any prohibitions or limitations of applicable law governed by Section 5.11 and shall be subject to the Confidentiality Agreement. (b) Prior to Following the Effective Time, Parent shall, and shall cause its Subsidiaries toClosing, upon reasonable noticethe request of the other party, afford the Company Seller and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursthe Buyer shall, to the employeesextent permitted by Law and confidentiality obligations existing as of the Closing Date, properties, books and records of Parent grant to the other party and its SubsidiariesRepresentatives during regular business hours and subject to reasonable rules and regulations of the granting party, the right, at the expense of the non-granting party, to inspect and copy the books, records and other documents in the granting party’s possession pertaining to the operation of the Business (other than the Excluded Business) prior to the Closing (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either party have access to the consolidated, combined or unitary federal, state or local Tax Returns of the other party; provided, however, that such access shall not unreasonably interfere with the business Seller shall, if requested by the Buyer, prepare pro forma returns for periods ending on or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject prior to the Confidentiality AgreementClosing Date with respect to the Company or any other Transferred Subsidiary. (c) Prior The Buyer agrees to retain all Books and Records in existence on the Closing Date for at least three years following the Closing in accordance with its normal retention policies and to make personnel of the Buyer available to the Effective Time, Seller to the Company shall promptly provide Parent extent in each case that such access is reasonably related to any Excluded Assets or Excluded Liabilities or otherwise necessary for the Seller in connection with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation this Agreement (including all litigation relating to confirmation of Actual EBITDA for the transactions contemplated herebypurpose of Contingent Payments), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyany Ancillary Agreement or any applicable Law.

Access and Information. (a) Prior to From and after the Effective Timedate hereof until the Closing Date, Seller and the Company shall, and shall cause its Subsidiaries each Continuing Subsidiary and other Seller Party (with respect to the Business) to, upon reasonable notice(i) afford Buyer, afford Parent and its counsel, accountants, consultants and financial advisors, other authorized representatives and their representatives, in each case, subject to the terms of the Confidentiality Agreement and applicable Law (including Antitrust Laws), reasonable access, upon reasonable prior notice and during normal business hourshours to each of their executive personnel, properties, Material Contracts, books and records, and other documents and data; in a manner that does not materially disrupt the business or operations of such Persons, and (ii) otherwise provide such assistance as is reasonably requested by Buyer so that Buyer may have a full opportunity to make such investigation and evaluation as it shall reasonably desire to make of the employeesBusiness. In addition, each of Seller and the Company shall, and shall cause each Continuing Subsidiary to, cooperate fully (including providing introductions where necessary) with Buyer to enable Buyer to contact such third parties, including customers, prospective customers, specifying agencies, vendors or suppliers of the Business, as Buyer reasonably deems necessary. (b) From and after the Closing Date until the seventh (7th) anniversary of the Closing Date, Buyer and the Company shall, and shall cause each Continuing Subsidiary to afford Seller, its counsel, accountants, financial advisors, other authorized representatives and their representatives, reasonable access, upon reasonable prior notice and during normal business hours to each of their executive personnel, properties, books and records of records, and other documents and data for the Company periods up to and its Subsidiaries; providedincluding the Closing Date, however, in a manner that such access shall does not unreasonably interfere with materially disrupt the business or operations of such Persons, to the Company extent reasonably necessary to allow Seller to prepare its financial statements and its Subsidiaries tax returns for the period through the Closing Date and shall not affect the representations and warranties made to defend itself against any audit or investigation conducted by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to timea Governmental Authority. Prior to their filingthe Closing Date, Seller shall furnish to Buyer, within fifteen (15) Business Days after the end of each calendar month, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if anymonthly financial information described in Section 5.5(b) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject Disclosure Schedule (without reference to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementspecific customer information). (bc) Prior to the Effective Time, Parent Seller shall, and shall cause its the Company and the Continuing Subsidiaries to, upon use commercially reasonable noticeefforts to cause their respective landlords, afford if requested by Buyer, to assist and permit Buyer to conduct, or have conducted, assessments of all offices, improvements, buildings and all real property and related facilities used by the Business or owned or leased by the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyContinuing Subsidiaries.

Access and Information. (a) Prior to the Effective TimeClosing, the Company Seller shall, consistent with, and subject to, applicable Law, afford to Buyer and its officers, employees, accountants, consultants, legal counsel and other representatives reasonable access during normal business hours, subject to reasonable advance notice, to all of the Seller’s and the Acquired Subsidiaries’ respective properties, contracts, agreements, books, records and personnel as Buyer may reasonably request and solely as related to the Business to facilitate the completion of the transactions contemplated by this Agreement, provided, that (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 8.3; (ii) other than any personnel files of Transferred Employees, Seller shall not make available any personnel files of Employees and any other current or former employees of Seller and its Affiliates who have provided services to the Business. The Seller shall, and shall cause the Acquired Subsidiaries and its and their respective employees, officers and other representatives to, reasonably cooperate with Buyer and its officers, employees, accountants, consultants, legal counsel and other representatives in the conduct of any such investigation or review of the Seller, the Acquired Subsidiaries, the Business, the Purchased Assets or the Assumed Liabilities. Buyer agrees that any investigation undertaken pursuant to the access granted under Section 8.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and, from the date hereof until the Closing, none of Buyer or any of its Affiliates or representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information pursuant to this Section 8.3 where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or confidentiality undertakings to which Seller or any of its Affiliates may be subject. (b) After the Closing, Buyer shall, and shall cause its Subsidiaries Affiliates (including the Acquired Subsidiaries) to, upon provide Seller (i) information related to the Business prior to Closing and (ii) reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, access during normal business hours, subject to reasonable advance notice, to the employees, Buyer’s and the Acquired Subsidiaries’ respective properties, books contracts, agreements, books, records and records of personnel, in each case solely to the Company and its Subsidiaries; provided, however, extent that such access shall not unreasonably interfere is required by Seller for the preparation of financial statements, taxes, reporting obligations and compliance with applicable Laws. For the business or operations avoidance of doubt, notwithstanding anything to the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company contrary in this Agreement. Without limitation , neither Buyer nor any of its Affiliates shall be required to provide access to or disclose information pursuant to this Section 8.3 where, upon the foregoingadvice of counsel, the Company shall cause its officers and employees such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or confidentiality undertakings to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it which Buyer or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall Affiliates may be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementsubject. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to From the Effective TimeExecution Date and until the Closing Date and upon reasonable notice, the Company Sellers and COTC shall, and shall cause its Subsidiaries each COTC Subsidiary to, upon reasonable noticeafford to the Purchaser's officers, afford Parent and its counselemployees, accountants, consultants legal counsel and other authorized representatives reasonable of the Purchaser, access, during normal business hours, to the employees, all its properties, books books, contracts, commitments and records, excluding any books, contracts, commitments and records of related to the Company Stock Sales. From the Execution Date and its Subsidiaries; provideduntil the Closing Date, however, that such access Sellers and COTC shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries (and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (xeach COTC Subsidiary to) furnish such financial and operating data and other information promptly (as may be reasonably requested soon as available or received by Parent from time COTC Companies) to time and the Purchaser (yi) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be COTC Report filed by it or any of its Subsidiaries received by it after the date of this Agreement Execution Date and prior to the Closing Date pursuant to the requirements of federal any applicable Laws promptly after such documents are available, (ii) a copy of any action, including all minutes, taken by the board of directors, or state securities Lawsany committee thereof, The NASDAQ Global Market COTC Companies and any documents or other materials of any kind provided to such boards or committees promptly after such action, minutes, materials or other documents become available without further request by the MBCA. All Purchaser, (iii) a copy of each income tax return filed by each COTC Company for the requirements three (3) most recent years available, a copy of this Section 5.4(aany correspondence received from the IRS or any other governmental entity or taxing authority or agency and any other correspondence relating to Taxes, and any other documents relating to Taxes as the Purchaser may reasonably request, and (iv) shall be subject to any prohibitions or limitations of applicable law all other information concerning its business, properties and shall be subject to personnel as the Confidentiality AgreementPurchaser may reasonably request. (b) Prior to Unless otherwise required by Law, the Effective Time, Parent shallparties will hold all information of the other party or parties obtained as part of this transaction and which is nonpublic in confidence until such time as such information becomes publicly available through no wrongful act of either party, and in the event of termination of this Agreement for any reason each party shall cause its Subsidiaries topromptly return all nonpublic documents obtained from any other party, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursany copies made of such documents, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business other party or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation destroy such documents (including all litigation relating to any resulting work product) and copies; provided that a party may make such disclosure concerning the transactions contemplated hereby), and herein as it deems necessary or appropriate (after consultation with the Company shall keep Parent informed of such events. Parent shall provide the Company other parties) to comply with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyobligations under applicable Law.

Access and Information. (a) Prior to the Effective Time, the Company shall, and Seller shall cause its Subsidiaries to, upon reasonable notice, afford Parent permit Buyer and its counsel, accountants, consultants and other authorized representatives after the date of execution of this Agreement to have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the employees, properties, books real property owned or leased by the Company and records the Subsidiaries and to the officers of the Company and its the Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoingfurnish, the Company shall or cause its officers and employees to (x) furnish such be furnished, to Buyer any financial and operating data and other information that is available with respect to the business and properties of the Restructured Business as may be reasonably requested by Parent Buyer shall from time to time and (y) respond reasonably request, provided that the foregoing shall not require Seller to such permit any inspection, or to disclose any information, that in its reasonable inquiries as may be made by Parent from time to time. Prior to their filingjudgment would result in the disclosure of any trade secrets of third parties or violate any of Seller's, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Company's or any of its Subsidiaries after the date Subsidiaries' obligations with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. Seller shall cause the Company to provide to Buyer such assistance and other information, including, without limitation, information concerning the Restructured Business Entities, the Restructured Business and the historical consolidated financial statements of the Company, of the type and nature that would be required to be included in a registration statement under the Securities Act in connection with an underwritten public offering of the Company's equity securities, for inclusion in any public filing by Buyer under or pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended. Disclosure of such financial statements and information in any such filing shall not constitute a violation of the confidentiality provisions of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement.. Seller will assist Buyer and its representatives (b) Prior In the event of the termination of this Agreement, Buyer at its own expense shall promptly deliver (without retaining any copies thereof) to Seller, or (at Seller's option) confirm in writing to Seller that it has destroyed, all information furnished to Buyer or its representatives by Seller, the Company, the Subsidiaries or any of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which contain or reflect any such information. Buyer shall at all times prior to the Effective Time, Parent shallClosing Date, and shall in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the use of, such information in its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions other manner or limitations of applicable law and shall be subject to the Confidentiality Agreementfor any other purpose except as contemplated hereby. (c) Prior All information provided or obtained pursuant to clause (a) above shall be held by Buyer in accordance with and subject to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice terms of the institution orConfidentiality Agreement, to its knowledgedated February 3, 1997, between Buyer and Seller (the threat of litigation relating to the transactions contemplated hereby"Confidentiality Agreement").

Access and Information. (a) Prior Upon reasonable notice, Patapsco shall (and shall cause Patapsco's Subsidiaries to) afford Bradford and its representatives (including, without limitation, directors, officers and employees of Bradford and its affiliates and counsel, accountants and other professionals retained by Bradford) such reasonable access during normal business hours throughout the period prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Time to the employeesbooks, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, books personnel and records of the Company to such other information relating to Patapsco and its SubsidiariesPatapsco's Subsidiaries as Bxxxxxxx xxx reasonably request; provided, however, that such access no investigation pursuant to this Section 5.3 shall not unreasonably interfere with the business affect or operations of the Company and its Subsidiaries and shall not affect the representations and warranties be deemed to modify any representation or warranty made by the Company Patapsco in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to From the date hereof until the Effective Time, Parent Patapsco shall, and shall cause its Patapsco's Subsidiaries to, upon reasonable noticepromptly provide Bradford with (i) a copy of each report filed with federal or state banking regulators, afford the Company (ii) a copy of each periodic report to its senior management and all materials relating to its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations furnished to its Board of Parent Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as Bxxxxxxx xxx reasonably request. Notwithstanding the foregoing, neither Patapsco nor its Subsidiaries and shall not affect be required to provide access to or to disclose information where such access or disclosure would violate the representations and warranties made by Parent rights of such entity's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. All The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementprevious sentence apply. (c) Prior Bradford will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the Effective Timeconsummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, Bradford will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to Bradford or an affiliate of Bradford, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to Bradford or an affiliate of Bradford from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of Patapsco or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of Bradford and Patapsco shall meet on a regular basis to discuss and plan for the conversion of Patapsco's and its Subsidiaries' data processing and related electronic informational systems to those used by Bradford Bank with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) Patapsco shall give notice, and shall cause The Patapsco Bank to give notice, to a designee of Bradford, and shall invite such person to attend all regular and special meetings of the Board of Directors of Patapsco and The Patapsco Bank and all meetings of the Directors' Loan Committee of The Patapsco Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that Patapsco or The Patapsco Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of Patapsco or The Patapsco Bank, (iii) pending or threatened litigation or investigations if, in the opinion of counsel to Patapsco, the Company shall promptly provide Parent with copies presence of all monthly and other interim financial statements as such designees would or might adversely affect the same become available. The Company shall also provide Parent with prompt written notice confidential nature of or any investigations by Governmental Entities, or the institution of material litigation (including all litigation privilege relating to the transactions contemplated hereby)matters being discussed, and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyor (iv) matters involving an Acquisition Proposal.

Access and Information. (a) Prior The Vendors shall at all times during the period from the date of this Agreement until the Time of Closing make available to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent Purchaser and its counsel, accountants, consultants representatives and other authorized representatives reasonable access, during normal business hours, to the employees, properties, advisers for examination all books and records of the Company Corporation (including minute books and accounting ledgers) in its Subsidiaries; provided, however, that such access possession or under its control. The Vendors shall not unreasonably interfere with the business or operations provide copies of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be foregoing when reasonably requested by Parent the Purchaser. During the period from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant until the Time of Closing, the Purchaser and its representatives and advisers may access the premises of the Corporation by making arrangements in advance with Meyerowitz or the Corporation’s Vice President, Finance and Operations (each of whom will act on a best efforts basis to allow for such access), in order to make such investigations as the Purchaser shall deem advisable, including for purposes of conducting any environmental audits or other investigations. With notice in advance to the requirements of federal Vendors, the Vendors shall also permit such federal, provincial or state securities Laws, The NASDAQ Global Market municipal authorities as the Purchaser may require to inspect the premises or the MBCA. All other assets of the requirements Corporation at any time during the period from the date of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject Agreement to the Confidentiality Agreement. (b) Prior Time of Closing. The Vendor shall give such Persons all reasonable means necessary to the Effective Time, Parent shall, effect such examinations and investigations and shall cause its Subsidiaries toagents, upon reasonable noticeemployees, afford officers and directors to use their best efforts to aid such Persons in such examinations and investigations. The Vendors consent to the Company Purchaser making applications and inquiries under any freedom of information legislation (federal, provincial or municipal) and shall sign any documents or forms of consent incidental thereto. The exercise of any rights of access, inspection or examination by or on behalf of the Purchaser shall not effect or mitigate the Vendor’s covenants, representations and warranties in this Agreement. The Vendors shall provide the Purchaser and its counsel, accountants, consultants representatives and other authorized representatives reasonable access, advisers at all times during normal business hours, the period from the date of this Agreement to the Time of Closing with an opportunity to meet with the auditors and any employees, propertiesadvisers or personnel of the Corporation, books provided that the Corporation may reasonably refuse to allow the Purchaser to meet with employees and records personnel prior to the public announcement of Parent the transactions contemplated herein to the extent such meetings would result in premature disclosure of the transactions to the employees and its Subsidiaries; provided, however, that such access shall not personnel of the Corporation or otherwise unreasonably interfere with the business or day to day operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementCorporation. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior From the date hereof until the Closing, subject to any applicable Law, Parent, in its reasonable discretion and to the Effective Timeextent not disruptive to the employees of the Target Company, the Company Target Business and the senior management of the Target Company, shall, and shall cause its Subsidiaries Affiliates to, upon reasonable notice, afford Parent Purchaser and its counselAffiliates, accountantssubject to any contractual restrictions, consultants and other authorized representatives reasonable access, access during normal business hours, hours upon reasonable advance notice to the employees, properties, books and records of the Target Business and senior management of the Target Company and its Subsidiariesagents and auditors to the extent reasonably required by Purchaser to ensure an orderly and efficient transition of the Target Business to Purchaser, to prepare for the Closing and to facilitate the satisfaction of the conditions to the Closing under Article VI; provided, however, that such in no event shall Purchaser have access shall not unreasonably interfere with to any information (i) that relates to any portion of the business of Parent or operations of the Company and its Subsidiaries and shall Affiliates that is not affect the representations and warranties made by the Company in being transferred pursuant to this Agreement. Without limitation of the foregoingAgreement (including any consolidated, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by combined, affiliated or unitary Tax Return which includes Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the requirements Target Company) or (ii) in Parent’s reasonable determination, the disclosure of federal which could be reasonably expected to affect any legal privilege or state securities Lawsresult in (A) the disclosure of any trade secrets, The NASDAQ Global Market (B) the violation of any obligations of Parent or Parent’s Affiliates with respect to confidentiality if Parent or Parent’s Affiliates shall have used commercially reasonable efforts to obtain the MBCAconsent of such third party to such inspection or disclosure or (C) the violation of applicable Law. All In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the requirements Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity undertakings reasonably satisfactory to Parent. Notwithstanding anything to the contrary herein, the auditors and independent accountants of this Section 5.4(a) Parent or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. Notwithstanding anything to the contrary herein, neither Parent nor any of its Affiliates shall be subject required to disclose to Purchaser or any prohibitions Representative of Purchaser any consolidated, combined, affiliated or limitations unitary tax return which includes Parent or any of applicable law and shall be subject its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Confidentiality AgreementTarget Company. (b) Prior to Following the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursClosing, to the employeesextent permitted by applicable Law, properties, Purchaser agrees to provide (or cause its Affiliates to provide) Parent with all necessary access to all books and records and other documents (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) that it acquires pursuant to this Agreement and to its assets, properties and Representatives, in each case, to the extent that such access is reasonably required by Parent, its Affiliates or the Parent Shareholders, (i) to prepare financial statements, Tax filings or regulatory filings of Parent in respect of periods ending on or prior to the Closing Date, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Parent or any of its Affiliates is a party relating to the business and affairs of the Target Company prior to the Closing, or (iv) in connection with any claim for indemnity made under or pursuant to this Agreement, in each case, subject in the case of any Confidential Information of Purchaser or any of its Affiliates to Parent and its SubsidiariesRepresentatives agreeing to maintain the confidentiality of such information (except in the case of information required to prepare Tax filings or regulatory filings of Parent in respect of periods ending on or prior to the Closing Date); provided, however, that in no event shall Parent have access to any information the disclosure of which, based on advice of Purchaser’s counsel, or in Purchaser’s reasonable determination, would violate applicable Law or could destroy any legal privilege. In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such access redaction would result in pertinent information being omitted, Purchaser shall make such information available if Parent delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Purchaser. Notwithstanding anything to the contrary herein, the auditors and independent accountants of Purchaser or any of its Affiliates shall not unreasonably interfere with the business be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or operations of Parent accountants. Purchaser agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Subsidiaries Affiliates acquire pursuant to this Agreement for at least six (6) years following the Closing Date (or longer if required by applicable Law, including, in the case of books and shall not affect records and other documents that relate to Tax matters, until the representations and warranties made by Parent in this Agreement. All statutory period of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject for assessing Taxes with respect to the Confidentiality Agreement. Tax matters to which such books and records and other documents relate expires); provided that after such six-year (cor other) Prior period, Purchaser shall use its reasonable best efforts to the Effective Time, the Company shall promptly provide Parent with copies at least ninety (90) days’ written notice prior to destroying or disposing of all monthly any such books, records and other interim financial statements as documents, at which time and at the same become available. The Company option and expense of Parent, Purchaser shall also provide Parent with prompt written notice of any investigations by Governmental Entitiesdeliver such books, or the institution of material litigation (including all litigation relating data, files, information, records, documents, correspondence and other materials to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyParent.

Access and Information. (a) Prior From the date hereof until the Closing, subject to the Effective Timeany applicable Laws, the Company Seller shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; providedthe Subsidiary to, howeverfurnish or cause to be furnished to Acquiror, during regular business hours and upon reasonable advance notice, such information that such access shall not unreasonably interfere is available with the business or operations of respect to the Company and its Subsidiaries the Subsidiary and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information Business as may be reasonably requested by Parent Acquiror from time to time and reasonably requests; provided that in no event shall Acquiror have access to any information that (x) based on advice of Seller’s counsel, would violate applicable Laws, including Antitrust Laws, or would destroy any legal privilege, or (y) respond in Seller’s reasonable judgment, would (A) result in the disclosure of any trade secrets or proprietary or confidential information of third parties or (B) violate any obligation of the Company, the Subsidiary or any Affiliate of any of the foregoing with respect to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingconfidentiality; provided that in each case Seller, the Company and the Subsidiary shall furnish as promptly as practicable have used commercially reasonable efforts to Parent a copy permit the disclosure of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement such information. All information received pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a5.1(a) shall be subject to any prohibitions or limitations governed by the terms of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior For a period of seven (7) years after the Closing Date, Acquiror shall retain all Books and Records in existence on the Closing Date, and to the Effective Timeextent permitted by Law and confidentiality obligations, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company grant to Seller and its counselRepresentatives during regular business hours and subject to reasonable rules and regulations, accountantsthe right, consultants subject to Seller reimbursing Acquiror, the Company, the Subsidiary and other authorized representatives any of their Affiliates for all out-of-pocket reasonable accessexpenses incurred by them to comply with any such request at the expense of Seller, during normal business hours, (i) to inspect and copy the Books and Records to the employees, properties, books extent they relate to periods prior to the Closing Date and records (ii) to have personnel of Parent Acquiror and its Subsidiaries; providedAffiliates made available to them or to otherwise cooperate to the extent reasonably necessary, howeverincluding in connection with (A) preparing and filing Tax Returns or any Tax inquiry, audit, investigation or dispute, or (B) any litigation or investigation. During the period from the date of this Agreement until the date that such access shall not unreasonably interfere with is seven (7) years from the business or operations date of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of , no Books and Records relating to periods prior to the requirements of Closing Date shall be destroyed by Acquiror without first advising Seller in writing and giving Seller a reasonable opportunity to inspect and copy such Books and Records in accordance with this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement5.1(b). (c) Prior For a period of seven (7) years after the Closing Date, Seller shall retain all of its books and records that relate to the Effective TimeCompany and the Subsidiary which are in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to Acquiror and its Representatives during regular business hours and subject to reasonable rules and regulations, the right, subject to Acquiror reimbursing Seller and any of its Affiliates for all out-of-pocket reasonable expenses incurred by them to comply with any such request at the expense of Acquiror, (i) to inspect and copy such books and records to the extent they relate to the Company shall promptly provide Parent and the Subsidiary and (ii) to have personnel of Seller and its Affiliates made available to them or to otherwise cooperate to the extent reasonably necessary, including in connection with copies of all monthly (A) preparing and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of filing Tax Returns or any investigations by Governmental EntitiesTax inquiry, audit, investigation or dispute, or (B) any litigation or investigation. During the institution period from the date of material litigation this Agreement until the date that is seven (including all litigation relating 7) years from the date of this Agreement, no books and records that relate to the transactions contemplated hereby), Company and the Company Subsidiary which are in existence on the Closing Date shall keep Parent informed be destroyed by Seller without first advising Acquiror in writing and giving Acquiror a reasonable opportunity to inspect and copy such books and records in accordance with this Section 5.1(c). For the avoidance of doubt, nothing in this Section 5.1(c) requires Seller to grant access to the Tax Returns of Seller or Seller’s Affiliates, except such portions of such events. Parent shall provide Tax Returns for taxable periods (or portions thereof) ending on or before the Company with prompt written notice of Closing Date as relate to the institution or, to its knowledgeCompany, the threat of litigation relating Subsidiary and the Business and as necessary for Acquiror to the transactions contemplated herebyprepare and file any Tax Return or any Tax inquiry, audit, investigation or dispute.

Access and Information. (a) Prior Subject to applicable Laws relating to the Effective Timeexchange of information and the direction of any Governmental Entity, prior to the Company Closing, (i) Sellers shall provide and shall cause the Partnership to provide to Purchaser and its representatives after the date of execution of this Agreement any information and documents reasonably requested by Purchaser primarily relating to the Partnership and Subsidiaries and their respective businesses, operations, affairs, properties, books and records, including such information and documents relating to Subsidiaries of the Partnership, that are not available at or through the Partnership or its Subsidiaries and shall use commercially reasonable efforts to provide Purchaser and its representatives with reasonable access to personnel from Gxxxx Xxxxxxxx LLP directly involved in the audit of the 2006 Audited Financial Statements (it being understood that all such access be coordinated through Sellers), (ii) Sellers shall, and shall cause the Partnership and its Subsidiaries to, upon reasonable notice, afford Parent permit Purchaser and its counsel, accountants, consultants and other authorized representatives after the date of execution of this Agreement to have reasonable access, during normal business hours, access at reasonable times to the employeespersonnel, properties, books and records of the Company Partnership and its Subsidiaries; provided, however, provided that any such access shall may not unreasonably interfere with the business or operations conduct of the Company business of Sellers, the Partnership or its Subsidiaries, and (iii) Sellers shall cause the Partnership and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial information and operating data documents in its possession relating to the Partnership and other information its Subsidiaries as Purchaser may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to timerequest. Prior to their filingthe Closing, all information provided or obtained pursuant to the foregoing shall be held by Purchaser in accordance with and subject to the terms of the Confidentiality Agreement, dated July 18, 2006, between Purchaser and the Partnership (the “Confidentiality Agreement”). (b) To the extent permissible under applicable Law, from the Closing until the seventh anniversary of the Closing, Purchaser will afford promptly to Sellers and its agents reasonable access at reasonable times to the books, records and auditors of the Partnership and its Subsidiaries to the extent reasonably required by Sellers for financial reporting and accounting matters and the preparation and filing of any Tax Returns for any period ending on or before the Closing Date or any taxable period beginning on or before the Closing Date; provided that any such access by Sellers may not unreasonably interfere with the conduct of the business of the Partnership or Purchaser. From and after the Closing, Sellers shall (i) hold all information relating to the Partnership and its Subsidiaries or the Business possessed by or subject to the control of Sellers (including all information provided or obtained pursuant to the immediately preceding sentence) in accordance with and subject to the terms of the Confidentiality Agreement as though the terms thereof restricted disclosure and use of such information by Sellers and its representatives in the same manner and to the same degree as it restricts disclosure and use by Purchaser and its representatives of Confidential Information (as such term is defined therein) and such restrictions are to remain in effect after the Closing without any time limitation and (ii) not use any such information to the detriment of the Business. (c) Sellers hereby assign to Purchaser, effective as of the Closing, the Company rights of Sellers under any confidentiality agreement currently in effect which was entered into between a Seller and a third party and which restricts the disclosure or use of information provided by Sellers, the Partnership, and/or its Subsidiaries or the Business; provided, that the rights assigned pursuant to the foregoing shall furnish consist solely of those rights which are necessary for Purchaser to pursue and enforce the agreement of such third parties to not disclose or use any information relating to the Partnership, its Subsidiaries or the Business as promptly provided in such confidentiality agreement. Each Seller hereby retains sufficient rights in each such confidentiality agreement to pursue and enforce the agreement of the third party thereto to not disclose or use any information relating to such Seller as practicable provided in such confidentiality agreement. Prior to Parent a copy the Closing, neither Sellers nor the Partnership shall, without the prior consent of each registration statementPurchaser, prospectusterminate, reportamend, form and other document (if any) that will be filed modify or waive any provision of any confidentiality or similar agreement in respect of the matters contemplated by this Agreement to which it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCAis a party. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective TimeClosing, Parent shallSellers shall enforce, and or shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursto enforce, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of fullest extent permitted under applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective TimeLaw, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice provisions of any investigations by Governmental Entitiessuch agreements, or the institution of material litigation (including all litigation relating using commercially reasonable efforts to the transactions contemplated hereby), and the Company shall keep Parent informed obtain injunctions to prevent any breaches of such events. Parent shall provide agreements and to enforce specifically the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyterms and provisions thereof in any court having jurisdiction over such matter.

Access and Information. (a) Prior to From the Effective Timedate hereof until the Closing Date, the Company Sellers shall, and shall cause its Subsidiaries Descap to, permit Buyer, its Affiliates and its and their Representatives to make such investigation of the business, operations and Assets and Properties of Descap as such persons reasonably deem necessary or desirable in connection with the transactions contemplated hereby. Such investigation shall include, without limitation, access to the respective Representatives of Descap, and Sellers shall, and shall cause Descap to, (i) reasonably assist Buyer, its Affiliates and its and their Representatives in arranging discussions with any such officers, employees, agents and Representatives for such purpose and (ii) furnish Buyer and such other Persons with all such information and data (including without limitation copies of Contracts, Company Plans and other Business Records) concerning the business and operations of Descap as Buyer or any of such other Persons reasonably may request in connection with such investigation. Such access and investigation shall be made upon reasonable noticenotice and at reasonable places and times. Such access and information shall not in any way affect or diminish any of the representations or warranties hereunder and shall not create any additional conditions precedent to Closing that are not otherwise set forth in Article IV. (b) From the date hereof until the Closing Date, Buyer shall not be entitled to communicate and meet with any of the clients or customers of Descap without the prior consent of Descap, which consent will not be unreasonably withheld, provided, however that to the extent any client of Descap is also a current or former client of Buyer, Buyer shall be entitled to communicate and meet with such clients in the ordinary course of business. Such access shall be made upon reasonable notice and at reasonable places and times. Such access and any information shall not in any way affect or diminish any of the representations or warranties hereunder and shall not create any additional conditions precedent to Closing that are not otherwise set forth in Article IV. (c) Following the Closing, each party will afford Parent the other party, its counsel and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, reasonable access to the employeesbooks, propertiesrecords and other data relating to the Business or Condition of Descap in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, books and records of to the Company and its Subsidiaries; provided, however, extent that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested required by Parent from time to time the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (yiii) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to compliance with the requirements of federal any Governmental or state securities LawsRegulatory Authority, The NASDAQ Global Market (iv) the determination or the MBCA. All enforcement of the requirements rights and obligations of any party to this Agreement or (v) in connection with any actual or threatened Action or Proceeding. Further, each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business or Condition of Descap not referred to elsewhere in this Section 5.2, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained in accordance with this paragraph shall be held confidential in accordance with Section 5.1(b). (e) Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation rules relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebydiscovery.

Access and Information. (a) Prior During the Interim Period, provided that Purchaser is not in breach of this Agreement, Seller shall (and shall cause the Acquired Companies to) afford Purchaser and its representatives reasonable access during normal business hours to all Locations, Books and Records, and Tax Returns with respect to the Effective TimeAcquired Companies and the Locations (and all other information with respect to the Acquired Companies and the Locations required to be provided or made available hereunder), together with the opportunity, at the sole cost and expense of Purchaser, to make copies thereof and to discuss the Business at the Locations with such employees and agents of Seller and the Acquired Companies as Purchaser may reasonably request for the purposes of familiarizing itself with the Locations and the Acquired Companies and otherwise conducting its due diligence activities; provided, however, that (i) Seller shall be entitled to have its representatives present for any communication with or access to the Books and Records, the Company employees and Seller’s and the Acquired Companies’ assets and properties, (ii) Purchaser shall, and shall cause its Subsidiaries Affiliates and representatives to, upon reasonable noticeobserve and fully comply with all health, afford Parent safety and security rules, regulations, requirements and instructions of Seller and its counselAffiliates, accountantsas applicable, consultants including any limitations on access or related activities that Seller reasonably determines, in light of the COVID-19 Pandemic or any Pandemic Response, would jeopardize the health and other authorized safety of Person, (iii) neither Purchaser nor any of its Affiliates or representatives reasonable accessshall conduct any on-site environmental site assessment, during normal business hours, compliance evaluation or investigation with respect to the employees, properties, books and records of the Company and its Subsidiaries; Locations or Seller’s other assets or properties without Seller’s prior written consent (which consent may be provided, howeverconditioned, that delayed or withheld in Seller’s sole discretion) and without reasonable consultation with Seller with respect to any such activity. In no event shall Purchaser or any of its Affiliates or representatives conduct any subsurface investigation or other form of sampling or testing of any environmental media, and (iv) such access shall not damage any of Seller’s or the Acquired Companies’ assets or unreasonably interfere with the business or operations of Business. Additionally, Seller and the Company and its Subsidiaries and Acquired Companies shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees be required to (x) grant access or furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Purchaser or any of its Subsidiaries after the date of this Agreement pursuant Purchaser’s representatives to the requirements of federal extent that such information is subject to an attorney/client or state securities Laws, The NASDAQ Global Market attorney work product privilege or that such access or the MBCA. All furnishing of such information is prohibited by an existing Contract or agreement, and Purchaser shall have access to personnel records of the requirements Acquired Companies, however, it shall not have access to personnel records of this Section 5.4(a) shall be the Acquired Companies relating medical histories or other information that in Seller’s good faith opinion are sensitive or the disclosure of which could subject Seller or the Acquired Companies to any prohibitions or limitations risk of applicable law and shall be subject to the Confidentiality Agreementliability. (b) Prior With respect to the Effective Timeright of entry granted to Purchaser in this Section 6.2, Parent Purchaser shall indemnify, defend, and hold Seller and its Affiliates harmless from and against any Losses because of personal or bodily injury or property damage which result directly from Purchaser’s or its representatives’ presence at any of the Locations. (c) During the Interim Period, the Parties shall, and shall cause its Subsidiaries their respective Affiliates to, upon reasonable noticeconfer on a regular basis with one or more designated representatives of said Party to report material operational matters and to report the general status of ongoing operations, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementLocations. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to From and after the Effective TimeSigning Date, the Company will give the Buyer and its Representatives reasonable access during normal business hours to the Books and Records and Assets and Properties of the Company and will furnish such information and documents in its possession relating to the Company as the Buyer may reasonably request, including arranging for in person or phone call meetings among the Buyer and material client/customer relationships, provided however, that (i) such access and visits shall be scheduled through a representative designated by the Company and shall not unreasonably interfere with the conduct of the Business; (ii) the Company shall have the right to have a representative present for any communication with the Company’s clients or customers (iii) the Buyer shall, and shall cause its Subsidiaries Representatives to, upon reasonable noticeobserve and comply with all health, afford Parent safety, and security requirements of the Company, and (iv) neither the Buyer nor any of its counselAffiliates or Representatives, accountantsshall conduct any environmental site assessment, consultants compliance evaluation, or any other such investigation with respect to any of the Assets and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records Properties of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with without the business or operations prior written consent of the Company (which may be provided or withheld in the Company’s sole discretion) and its Subsidiaries without ongoing consultation with Company with respect to any such activity. All such information and shall not affect the representations and warranties made documents obtained by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and Buyer shall be subject to the terms and conditions of that certain letter agreement, dated August 11, 2017, by and between the Buyer and Petsky Xxxxxxx LLC, as authorized representative of the Company (the “Confidentiality Agreement. ”). Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall have no right of access to, and the Beneficial Owners and Company shall have no obligation to provide to the Buyer, information relating to (a) bids received from others in connection with the Contemplated Transactions and information and analysis (including financial analysis) relating to such bids; (b) Prior any information, the disclosure of which could jeopardize any legal privilege available to the Effective TimeCompany, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Beneficial Owners or any Affiliate of the Company and its counselor the Beneficial Owners relating to such information or which would cause the Company, accountantsthe Beneficial Owners or any Affiliate of the Company or the Beneficial Owners to breach a confidentiality obligation contained in a binding Contract; (c) personnel records of the Company relating to individual performance or evaluation records, consultants and medical histories or other authorized representatives reasonable accessinformation, during normal business hoursthe disclosure of which would, in the Company’s good faith opinion, violate applicable Law; or (d) any other information, the disclosure of which would result in a violation of applicable Law. Notwithstanding anything to the employeescontrary contained herein, propertieswithout the prior written consent of the Company, books which may be withheld for any reason, the Buyer shall have no right to perform invasive or subsurface investigations of any of the Assets and records Properties or the Facilities of Parent and its Subsidiariesthe Company (i.e. investigations involving boring or drilling upon land, soil testing or water or groundwater testing, or activities of a similar nature); provided, howeverthat in each case of clauses (b), that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Timeand (d), the Company shall promptly be required to notify the Buyer that it is withholding documents or information because of such legal privilege, protection, Law or Contract and provide Parent documents and information (or the contents thereof) to the extent practicable without waiving such privilege or protection, and shall cooperate in all reasonable respects with copies of all monthly the Buyer in any arrangement designed to provide the Buyer with such access or information. Except as provided in this Section 5.2, this Section 5.2 shall not in any way be deemed to provide the Buyer with authority or permission to contact any customers, suppliers, and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating third parties related to the transactions contemplated hereby), and Business regarding the Company shall keep Parent informed of such events. Parent shall provide Business without the Company with prompt written notice consent of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyBeneficial Owner Representative.

Access and Information. (a) Prior During the period commencing on the date hereof and continuing through the Closing Date, Seller shall afford to Purchaser and to Purchaser’s accountants, counsel, investment bankers, consultants, engineers and other representatives, reasonable access to all of its properties, including without limitation to the Effective Timebooks, contracts, Assets, commitments, records and personnel and, during such period, to furnish promptly to Purchaser all information concerning the Company shallProduct Line and the Assets and such items as Purchaser may reasonably request. In addition, and during such period, Seller shall cause its Subsidiaries to, upon reasonable notice, afford Parent to Purchaser and its counsel, accountantsconsultants, consultants engineers and other authorized representatives reasonable accessthe right to inspect, during normal business hoursinvestigate, to review and perform tests on the employeesAssets, properties, books and records of the Company and its Subsidiaries; provided, however, that provided such access shall does not unreasonably materially interfere with the normal business or operations activities of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementSeller. (b) Prior Except to the Effective Timeextent permitted by the provisions of Section 6.6 hereof, Parent shallPurchaser shall hold in confidence, and shall cause use reasonable efforts to ensure that its Subsidiaries toemployees and representatives hold in confidence, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, all such information supplied to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries it by Seller concerning Seller and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject disclose such information to any prohibitions third party except as may be required by any Legal Requirement and except for information that (i) is or limitations of applicable law and shall be subject becomes generally available to the Confidentiality Agreementpublic other than as a result of disclosure by Purchaser or its representatives, (ii) becomes available to Purchaser or its representatives from a third party other than Seller, and Purchaser or its representatives have no reason to believe that such third party is not entitled to disclose such information, (iii) is known to Purchaser or its representatives on a nonconfidential basis prior to its disclosure by Seller or (iv) is made available by Seller to any other Person on a nonrestricted basis. Purchaser’s obligations under the foregoing sentence shall expire on the Closing Date or, if the Closing does not occur, two years after the date hereof. (c) Prior Except to the Effective Timeextent permitted by the provisions of Section 6.6 hereof, the Company Seller shall promptly provide Parent with copies of hold in confidence, and shall use reasonable efforts to ensure that its employees and representatives hold in confidence, all monthly such information supplied to it by Purchaser concerning Purchaser and other interim financial statements shall not disclose such information to any third party except as the same become available. The Company shall also provide Parent with prompt written notice of may be required by any investigations by Governmental Entities, Legal Requirement and except for information that (i) is or the institution of material litigation (including all litigation relating becomes generally available to the transactions contemplated hereby)public other than as a result of disclosure by Seller or its representatives, (ii) becomes available to Seller or its representatives from a third party other than Purchaser, and Seller or its representatives have no reason to believe that such third party is not entitled to disclose such information, (iii) is known to Seller or its representatives on a nonconfidential basis prior to its disclosure by Purchaser or (iv) is made available by Purchaser to any other Person on a nonrestricted basis. Seller’s obligations under the Company foregoing sentence shall keep Parent informed of such events. Parent shall provide expire on the Company with prompt written notice of the institution Closing Date or, to its knowledgeif the Closing does not occur, two years after the threat of litigation relating to the transactions contemplated herebydate hereof.

Access and Information. (a) Prior to the Effective Time, the Company shall, and Seller shall cause its Subsidiaries to, upon reasonable notice, afford Parent permit Buyer and its counselrepresentatives, accountantsafter the date of this Agreement until the Closing, consultants and other authorized representatives to have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to (i) the employeesTransferred Real Property (subject to Seller’s right to have its representatives accompany Buyer’s representatives and subject to other reasonable rules and regulations of Seller), properties, books and records of including the Company and its Subsidiariesright to perform reasonable “Phase I” environmental site assessments; provided, however, that such access Buyer shall not unreasonably interfere with be permitted to perform any “Phase II” environmental site assessments or other testing, sampling or investigations without Seller’s prior written consent, which consent shall be granted in Seller’s sole discretion, (ii) the business or operations offices, facilities, properties and the financial, accounting and other books and records of Seller, the Acquired Companies and Selling Subsidiaries relating to the Business and (iii) the appropriate management personnel of Seller, the Acquired Companies and the Selling Subsidiaries and the accountants, auditors and agents thereof and (iv) key employees of the Company and its Subsidiaries and Business to discuss employment by Buyer of such employees after the Closing. Seller shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoingfurnish, the Company shall or cause its officers and employees to (x) furnish such be furnished, to Buyer any financial and operating data and other information that is available with respect to the Business as may be reasonably requested by Parent Buyer shall from time to time reasonably request for the purpose of verifying the accuracy of the representations and warranties of Seller hereunder. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.1, Seller, in its reasonable discretion, may deny or restrict any access (yi) respond involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges (provided however that all environmental reports and reviews pertaining to such reasonable inquiries as may the Business or any of the assets thereof shall be made by Parent from time available to time. Prior Buyer as the potential successor to their filingSeller’s interest therein notwithstanding otherwise applicable or potentially applicable claims of confidentiality agreements with third parties or possible waivers of any applicable attorney-client or other privileges), the Company shall furnish as promptly as practicable (ii) to Parent a copy any formulae, recipes, know-how, operating instructions or other proprietary knowledge of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Seller or any of its Subsidiaries after Affiliates with respect to the date products, materials and services used in or produced by the Business; or (iii) in the event Buyer is in material breach of this Agreement pursuant Agreement. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives access to the requirements extent that such access would, under the circumstances, interfere with Seller’s or its Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of federal Seller, violate applicable antitrust or state securities Lawssimilar laws. With respect to any parties with which Seller, The NASDAQ Global Market any Selling Subsidiary or any Acquired Company has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates Seller, any Selling Subsidiary, any Acquired Company, the Business, the Facilities or the MBCA. All of Transferred Real Property, Buyer shall not make any independent inquiry with respect to Seller, any Selling Subsidiary, any Acquired Company, the requirements of this Section 5.4(a) Business, the Facilities or the Transferred Real Property without Seller’s prior written consent and, to the extent Seller consents thereto, all such inquiries shall be subject to any prohibitions or limitations of applicable law conducted jointly by Buyer and shall be subject to the Confidentiality AgreementSeller. (b) Prior All information provided or obtained pursuant to clause (a) above shall be held by Buyer in accordance with, and subject to the Effective Time, Parent shallterms of, and shall cause its Subsidiaries toconstitute “Evaluation Material” under, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement, dated June 19, 2007, between Buyer and Seller (the “Confidentiality Agreement”). The parties hereby agree that, notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement shall survive from the date hereof until the Closing, and if the Closing shall occur the Confidentiality Agreement will terminate at the Closing. (c) Prior In addition to the Effective Timeabove, to effectuate the provisions of this Agreement, including Section 2.1(b) and Section 2.2(l), permitting Seller to retain certain original or copies of documents following the Closing, the Company parties shall promptly provide Parent with copies of all monthly enter into a Post-Closing Confidentiality Agreement on the Effective Date, in the form attached hereto as Exhibit J (the “Post-Closing Confidentiality Agreement”) setting forth the terms and other interim financial statements as conditions governing the same become available. The Company shall also provide Parent with prompt written notice continued non-disclosure and non-use of any investigations documents and Books and Records retained by Governmental Entities, or Seller following the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyClosing.

Access and Information. (a) Prior From the date hereof until the Closing Date (or earlier termination of this Agreement in accordance with the terms hereof), subject to the Effective Timeany applicable Law and subject to any applicable privileges (including attorney-client privilege), the Company shall, trade secrets and shall cause its Subsidiaries tocontractual confidentiality obligations, upon reasonable prior notice, Vendor shall use its commercially reasonable efforts to: (i) afford Parent Buyer and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal business hours, to the employeesbooks, propertiesdata, books files, information and records records, offices and properties of the Company Conveyed Entities, Vendor (to the extent relating to the ENSTAR Assets) and APC (to the extent relating to the APC Assets) (or, upon completion of the Pre-Closing Reorganization, NewCo, New APC, New ENSTAR or any Conveyed Subsidiary Entity); (ii) furnish to Buyer such additional financial and operational data and other information regarding the Conveyed Entities and the Conveyed Entity Assets as Buyer may from time to time reasonably request; and (iii) make available to Buyer and its Subsidiaries; providedAffiliates the employees of Vendor and its Affiliates (to the extent related to the Business) as are reasonably requested by Buyer. In no event shall the auditors and independent accountants of Vendor or any of its Affiliates (including the Conveyed Subsidiary Entities and, howeveronce formed, that NewCo, New APC and New ENSTAR) be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. Notwithstanding any other provision of this Section 8.1(a), Vendor may require that competitively sensitive information otherwise required to be provided to Buyer pursuant to this Section 8.1(a) shall be provided only to external legal counsel and external experts of Buyer. Nothing discovered pursuant to this Section 8.1 shall limit any claims by Buyer for Fraud of Vendor or any claims that any conditions set forth in Section 9.1 have not been satisfied. (b) All requests for access or information made pursuant to Section 8.1(a) or Section 8.7(b) shall be directed to such Person or Persons as may be designated by Vendor (including, in the case of Section 8.7(b), the Transition Committee), and Buyer shall not directly or indirectly contact any Representative of Vendor or its Affiliates (including the Conveyed Subsidiary Entities and, once formed, NewCo, New APC and New ENSTAR) without the prior approval of such designated Person or Persons. Any such access or provision of information shall be supervised by such Persons as may be designated by Vendor and be conducted in such a manner so as not to unreasonably interfere with any of the business or operations of Vendor, APC and the Company and its Subsidiaries Conveyed Entities and shall not affect contravene any applicable Law. Buyer further agrees to comply fully with all rules, regulations and instructions issued to Buyer by Vendor, APC and the representations Conveyed Entities in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Vendor, APC and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementConveyed Entities. (c) Prior Buyer agrees to be liable to and to indemnify, defend and hold harmless Vendor and its Affiliates (including the Conveyed Entities) and their respective partners, directors, officers and employees from and against any and all Losses, including any and all claims and causes of action for personal injury, death or property damage, occurring as a result of Buyer’s or any of its Representatives’ access to the Effective Timebooks and records, offices and properties of Vendor, APC and the Company Conveyed Entities. (d) With respect to each material Business Benefit Plan and material Business Benefit Agreement that has not been made available to Buyer as of the Signing Date, as soon as practicable after the Signing Date, and in any event no later than ten (10) Business Days after the Signing Date, Vendor shall promptly provide Parent to Buyer complete and accurate copies of: (i) such Business Benefit Plan or Business Benefit Agreement; (ii) each trust, insurance, annuity or other funding Contract related thereto; (iii) the two most recent financial statements and actuarial or other valuation reports prepared with respect thereto, if applicable; and (iv) copies of all monthly and other interim financial statements as policies pertaining to fiduciary liability insurance covering the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice fiduciaries for each Business Benefit Plan listed on Section 4.19(a) of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyVendor Disclosure Schedule.

Access and Information. (a) Prior From the date hereof until the Closing, subject to the Effective Timeany applicable Law and subject to any applicable privileges (including attorney-client privilege), the Company shalltrade secrets, and shall cause its Subsidiaries tocontractual confidentiality obligations, upon reasonable prior written notice, Seller shall (i) afford Parent Buyer and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal business hours, to the Books and Records in Seller’s possession or reasonably available to Seller, (ii) use its commercially reasonable efforts to cause to be made available to Buyer and its Representatives the offices and properties of the Company and its Subsidiaries, the Company Employees and the Business and (iii) furnish to Buyer such additional financial and other information in Seller’s possession or reasonably available to Seller regarding the Company and its Subsidiaries, the Shares and the Business. The reasonableness of such access and requests shall be determined by Seller acting reasonably (taking into account, among other considerations, the competitive positions of Seller, Buyer, the Company and its Subsidiaries, the Business and the sensitive nature of the Transactions). Any such access or requests shall (A) be supervised by such Persons as may be reasonably designated by Seller and (B) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company, any of their respective Affiliates or the Business. All requests for access or information made pursuant to this Section 5.1(a) shall be directed to the Person set forth in Section 5.1(a) of the Seller Disclosure Schedule, which Person may be replaced by Seller at any time by providing written notice to Buyer, and, except under exigent circumstances, Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior written approval of such designated Person. In no event shall the auditors and independent accountants of Seller, the Company or their respective Affiliates be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If reasonably requested by Seller, Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary and mutually acceptable joint defense agreement with Seller, the Company or their respective Affiliates with respect to any information to be provided to Buyer or any of its Representatives pursuant to this Section 5.1(a). Buyer shall reimburse Seller, the Company or their respective Affiliates promptly (but in no event later than five Business Days from the date on which any request for reimbursement is made) for any reasonable and documented out-of-pocket expenses incurred by Seller, the Company and their respective Affiliates in complying with any request by or on behalf of Buyer in connection with this Section 5.1(a). In addition, Buyer agrees to be liable to and to indemnify, defend and hold harmless Seller, the Company and their respective Affiliates, directors, officers or employees, the Shareholders and former Shareholders whose warrant rights under the Organizational Documents of Seller remain outstanding as of the date hereof or will be outstanding following the Closing, from and against any and all Liabilities, Actions for personal injury, death or property damage occurring as a result of or in connection with such access to the Books and Records, offices and properties of Seller and the Company and any of their respective Subsidiaries, the Company Employees and the Business. Buyer further agrees to comply fully with all reasonable rules, regulations, guidelines and instructions issued or made available by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions upon entering or leaving any such property. Notwithstanding anything herein to the contrary, Seller shall not be required to disclose or otherwise make available any books and records or other information and documents of Seller or any of its Affiliates that do not relate to the Company, the Company’s Subsidiaries, the Business or the Transactions. (b) From and after the Closing, and for a period of no longer than six years after the Closing, in connection with any reasonable business purpose, including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this Agreement or any of the Transaction Agreements, subject to any applicable Law and any applicable privileges (including attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford Seller and its Representatives reasonable access, during normal business hours, to the offices, properties, books and records and other information and documents of Buyer and its Affiliates in respect of the Company Company, the Company’s Subsidiaries, and the Business (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to Seller such additional financial and other information regarding the Company, the Company’s Subsidiaries and the Business as Seller may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) make available to Seller and its SubsidiariesRepresentatives the employees and other personnel of Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Seller, its Affiliates or their respective Representatives in connection with Seller’s or such Affiliates’ inquiries for any of the purposes referred to in this Section 5.1(b); provided, however, that such access or request shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Buyer or any of its Subsidiaries after Affiliates. In no event shall the date auditors and independent accountants of this Agreement pursuant Buyer or its Affiliates be obligated to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject make any work papers available to any prohibitions Person unless and until such Person has signed, if requested by such auditors or limitations of applicable law independent accountants, a customary confidentiality and shall be subject hold harmless agreement relating to the Confidentiality Agreement. (b) Prior such access to the Effective Timework papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by Buyer, Parent Seller shall, and shall cause its Subsidiaries Affiliates (as applicable) to, upon reasonable notice, afford the Company enter into a customary joint defense agreement with any one or more of Buyer and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Affiliates with respect to the employees, properties, books and records any information to be provided to Seller or any of Parent its Representatives pursuant to this Section 5.1(b). Buyer and its Subsidiaries; provided, however, that such access Affiliates shall not unreasonably interfere with be reimbursed promptly by Seller (but in no event later than five Business Days from the business or operations of Parent date on which any request for reimbursement is made) for any reasonable and documented out-of-pocket expenses incurred by Buyer and its Subsidiaries and shall not affect the representations and warranties made Affiliates in complying with any request by Parent in this Agreement. All of the requirements of Seller pursuant to this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement5.1(b). (c) Prior Seller and its Affiliates shall have the right to retain: (i) copies of all books and records and all Tax Returns and other information and documents relating to Tax matters of the Company, the Company’s Subsidiaries and the Business, in each case, relating to periods ending on or prior to the Effective TimeClosing (A) as required by any legal or regulatory authority, including any applicable Law or regulatory request, or in accordance with its corporate governance, record keeping and document retention policies, (B) as may be necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement or any of the Transaction Agreements, subject to compliance in all material respects with applicable Laws or (C) as may be reasonably necessary for Seller and its Affiliates to carry out their respective businesses, and (ii) all books and records and other information and documents prepared in connection with the Transactions contained or referenced in or accessible through the Data Room, including (A) any books and records and other information and documents that may be relevant in connection with the defense of disputes or assertion of claims arising under this Agreement or any of the Transaction Agreements or (B) financial information and all other accounting books and records and other information and documents prepared or used in connection with the preparation of financial statements of Seller, the Company or their respective Affiliates. From and after the Closing Date, Buyer and its Affiliates shall promptly provide Parent preserve and keep for a period of at least six years (or, for Tax purposes, if later, until notice is received from Seller of the expiration of the applicable statute of limitations, or if such notice is not delivered by Seller during such six-year period, then seven years from and after the Closing Date) all books and records relating to the ownership or operation of the Company, the Company’s Subsidiaries and the Business prior to the Closing Date, including all Tax Returns and other books and records relating to Tax matters, and shall comply in all material respects with all applicable Laws, including the Code, relating to the preservation and retention of such books and records. After such six-year period (or later as applicable) or receipt of notice of expiration from Seller, as applicable, before Buyer or any of its Affiliates may dispose of any of such books and records, Buyer shall give Seller at least ninety days’ prior written notice of such intent, and Seller shall be given an opportunity, at its own cost and expense, to remove and retain copies of all monthly or any part of such books and other interim financial statements records as Seller may select. Notwithstanding the same become available. The Company foregoing, Buyer agrees that it and its Affiliates shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including preserve and keep all litigation books and records relating to any Action instituted by or before any Government Entity (whether before or after the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating Closing Date) that may concern matters occurring prior to the transactions contemplated herebyClosing without regard to the time limitations set forth in this Section 5.1(c).

Access and Information. (a) Prior During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 10.1 or the Closing (the “Interim Period”), subject to the Effective TimeSection 8.13, the Company shalleach of Delta, Pubco and Merger Sub shall give, and shall cause its Subsidiaries toRepresentatives to give, upon reasonable notice, afford Parent CHC and its counselRepresentatives, accountants, consultants and other authorized representatives at reasonable access, times during normal business hourshours and upon reasonable intervals and notice, reasonable access to the all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Delta Companies, Pubco or Merger Sub as CHC or its Representatives may reasonably request regarding the Delta Companies, Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company Representatives of the, Delta, Pubco and Merger Sub to reasonably cooperate with CHC and its SubsidiariesRepresentatives in their investigation, except that nothing herein shall require Delta, Pubco, Merger Sub or their Representatives to disclose any information to CHC and CHC’s Representatives that would cause a risk of loss of legal privilege to the disclosing party or would constitute a violation of applicable Laws; providedprovided that Delta, howeverPubco, that Merger and their Representatives shall have used commercially reasonable efforts to provide such access information without violation of applicable Law. CHC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company Delta Companies, Pubco or Merger Sub. (b) During the Interim Period, subject to Section 8.13, CHC shall give, and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers Representatives to give, Delta, Pubco, Merger Sub and employees their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to (x) furnish such all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to CHC or its Subsidiaries, as Delta, Pubco, Merger Sub or their respective Representatives may be reasonably requested by Parent from time to time request regarding CHC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingincluding unaudited quarterly financial statements, the Company shall furnish as promptly as practicable to Parent including a consolidated quarterly balance sheet and income statement, a copy of each registration statement, prospectus, material report, form schedule and other document (if any) that will be filed with or received by it or any of its Subsidiaries after the date of this Agreement a Governmental Authority pursuant to the requirements of federal or state applicable securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be independent public accountants’ work papers (subject to the Confidentiality Agreement. (bconsent or any other conditions required by such accountants, if any)) Prior and cause each of CHC’s Representatives to reasonably cooperate with Delta, Pubco and Merger Sub and their respective Representatives in their investigation, except that nothing herein shall require either CHC or its Subsidiaries to disclose any information to Delta, Pubco, Merger Sub, or their Representatives that would cause a risk of loss of legal privilege to the Effective Time, Parent shall, and disclosing party or would constitute a violation of applicable Laws; provided that CHC shall cause its Subsidiaries to, upon have used commercially reasonable notice, afford the Company efforts to provide such information without violation of applicable Law. Delta and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Representatives shall conduct any such activities in such a manner as not to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and CHC or any of its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementSubsidiaries. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to the Effective Time, the Company Seller Parties shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counseltheir Subsidiaries, accountants, consultants auditors, counsel and other authorized representatives to, give Buyer and its Affiliates and to their respective directors, officers, employees, accountants, agents, counsel, insurance brokers, insurance companies, lenders and other financing sources and other representatives (collectively, "Representatives") reasonable access, access during Seller Parties' normal business hours, hours throughout the period prior to the employees, Closing to all of Seller Entities' properties, books books, Business Contracts, commitments, financial and operating data, Tax Returns and materials related to Taxes, accounting work papers, reports of examination and records relating to the Acquired Business, the Acquired Assets or the Assumed Liabilities. Without limiting the generality of the Company foregoing, Buyer and its SubsidiariesAffiliates shall be entitled to make (or cause to be made) such other investigations of the Acquired Business, the Acquired Assets (including the Acquired Companies), the Liabilities, Encumbrances and the condition (financial or otherwise) of such businesses, assets and liabilities as Buyer or Parent deems necessary or advisable in connection with the transactions contemplated by this Agreement or the Ancillary Agreements (including, but not limited to, conducting prior to the expected Closing Date a physical inspection and preparing an inventory of Rental Vehicles and Support Vehicles (in each case, including Owned Vehicles) in a manner that does not unreasonably interfere with the business of Seller Entities and otherwise consistent with Prudent Industry Practices), and Seller Parties shall reasonably cooperate with any such investigations. Upon reasonable notice from Buyer, Seller Parties shall furnish to Buyer updated information of the type described in Section 3.7(a) and (b) in advance of such physical inspection. (b) Through the Closing Date, Parent Buyer and Seller Parties shall provide each other or each other's respective counsel the opportunity to review in advance and comment on all filings with any Governmental Body pertaining to the transactions contemplated in this Agreement and the Ancillary Agreements and will keep each other informed of the status of matters pertaining thereto. It is expressly understood by the parties that the representatives of each of the parties shall have the right to attend and participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Body or rating agency or other organization relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. In furtherance of the foregoing, the parties shall provide each other reasonable advance notice of any such hearing, proceeding, meeting, conference or similar event. (c) As soon as practicable after the execution of this Agreement, Seller Parties shall permit Buyer to electronically link Seller's financial reporting system related to the Acquired Business to Parent's financial reporting system ("Hyperion"). Access to Hyperion will be provided by Buyer's financial reporting staff and the tasks necessary to complete the link to Hyperion will be led by Buyer's accounting staff, with the necessary assistance from Seller's accounting staff and other technical staff; provided that neither such installment nor the operation or use by Parent of Hyperion shall interfere with or disrupt the normal operation of Seller's business or its financial reporting system or violate any applicable software licenses. Buyer will provide the necessary Hyperion software to be installed on a computer in Seller's accounting department; provided, however, that such access shall the information retrieved from Seller's financial reporting system will not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by available to persons who are directly involved in pricing or any other competitive activity at Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementSubsidiaries. (bd) Prior Seller Parties shall keep Buyer informed of all material developments in the negotiations relating to the Effective TimeDIP Financing, Parent shallthe DIP Asset-Backed Fleet Financing, the DIP L/C Rollover and the Additional Asset-Backed Fleet Financing, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly documents (including drafts) relating thereto, including term sheets, commitment letters, purchase agreements, vehicle lease agreements, credit agreements, security agreements and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, related agreements or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebydocuments.

Access and Information. (a) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon Upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall (and shall cause the Company Subsidiaries to) afford to the Acquiror and its representatives (including, without limitation, directors, officers and employees of the Acquiror and its affiliates, and counsel, accountants and other professionals retained by the Acquiror) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to the Effective Time to the books, records (x) furnish including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such financial and operating data and other information as the Acquiror may be reasonably requested request. The Acquiror will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.4 for any purpose unrelated to the consummation of the transactions contemplated by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to timethis Agreement. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant Subject to the requirements of federal law, the Acquiror will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.4 unless such information (i) was already known to the Acquiror or state securities Laws, The NASDAQ Global Market or the MBCA. All an affiliate of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be Acquiror other than confidential information subject to the Confidentiality Agreementletter agreement dated October 40 13, 1994 between the Company and the Acquiror, (ii) becomes available to the Acquiror or an affiliate of the Acquiror from other sources not known by such party to be bound by a confidentiality agreement, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, the Acquiror shall promptly cause all copies of documents or extracts thereof containing information and data as to the Company or the Company Subsidiaries to be returned to the Company or the Company Subsidiaries which furnished the same. (b) Prior No investigation pursuant to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) 5.4 or otherwise shall affect or be subject deemed to modify any prohibitions representation or limitations of applicable law and shall be subject to the Confidentiality Agreementwarranty made herein. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to the Effective Time, the The Company shall, and shall cause its Subsidiaries subsidiaries to, (i) afford to Acquiror Companies and their officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Acquiror Representatives") access during ordinary business hours and at other reasonable times, upon reasonable prior notice, afford Parent and its counselto the officers, employees, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employeesagents, properties, books offices and records other facilities of the Company and its Subsidiaries; providedsubsidiaries and to the books and records thereof and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, howeverproperties, that such access shall not unreasonably interfere with the business or operations contracts, records and personnel of the Company and its Subsidiaries subsidiaries (including, without limitation, financial, operating and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating other data and other information information) as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent requested, from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market Acquiror or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementAcquiror Representatives. (b) Prior to the Effective Time, Parent Acquiror shall, and shall cause its Subsidiaries subsidiaries to, upon reasonable notice, (i) afford to the Company and its counselofficers, directors, employees, accountants, consultants consultants, legal counsel, agents and other authorized representatives reasonable access(collectively, the "Company Representatives") access during normal ordinary business hours, upon reasonable prior notice, to the officers, employees, accountants, agents, properties, offices and other facilities of Acquiror and its subsidiaries and to the books and records thereof and (ii) furnish promptly to the Company and the Company Representatives such information concerning the business, properties, contracts, records and personnel of Parent Acquiror and its Subsidiaries; providedsubsidiaries (including, howeverwithout limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by the Company or the Company Representatives. (c) Notwithstanding the foregoing provisions of this Section 8.02, neither party shall be required to grant access or furnish information to the other party to the extent that such access or the furnishing of such information is prohibited by Law or contract. No investigation by the parties hereto made heretofore or hereafter shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) parties that are contained herein and each such representation and warranty shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementsurvive such investigation. (cd) Prior Each party to this Agreement shall hold in confidence all nonpublic information received from the other party to this Agreement until such time as such information is otherwise publicly available and, if this Agreement is terminated, each party will deliver to the Effective Timeother party all documents, the Company shall promptly provide Parent with copies of all monthly work papers and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation materials (including all litigation relating to copies) obtained by such party or on its behalf from another party as a result of this Agreement or in connection herewith, whether so obtained before or after the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyexecution hereof.

Access and Information. (a) Prior to During the Effective Timeperiod commencing on the date hereof and continuing through the Closing Date, the Company shall, and Shareholder shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its SubsidiariesSubsidiaries to afford to Purchaser, Purchaser Sub and to their Representatives, reasonable access to all of its properties, books, contracts, commitments, records and personnel and, during such period, to continue to cause the Company and its Subsidiaries to furnish promptly to Purchaser and Purchaser Sub all information concerning its business, properties and personnel as Purchaser and Purchaser Sub may reasonably request. (b) Except (i) to the extent permitted by the provisions of Section 7.5 hereof, or (ii) to the extent such information is or becomes publicly available without breach of this Agreement by the disclosing party or is received by the disclosing party from a third party which, to the actual knowledge of the disclosing party, is not under any obligation of confidentiality to the other parties to this Agreement, Purchaser, Purchaser Sub, the Company and the Shareholder shall keep the contents of this Agreement and all other documents and information relating hereto and thereto, or furnished or acquired pursuant to or in connection with, this Agreement and the Schedules hereto, or the transactions contemplated hereby or thereby, confidential; provided, however, that any such access shall not unreasonably interfere with the business party may disclose (a "disclosing party") such information: (i) to its parent company or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoingSubsidiaries, the Company shall cause its officers and employees (ii) to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountantsaccountants and auditors, consultants in any case, as and other authorized representatives reasonable accessto the extent necessary to enable them to perform their respective services to such party in connection with this Agreement and the transactions contemplated hereby, during normal business hoursso long as such Person is informed by the disclosing party of the confidential nature of the information so disclosed, (iii) in the case of either Purchaser or Purchaser Sub, to its stockholders, any advisors or prospective financial investors or lenders in connection with the employeesfinancing of this transaction, properties(iv) as and to the extent required by applicable law, books rule or regulation or policy of any stock exchange and records of Parent and its Subsidiaries(v) to the extent such information is required or is reasonably necessary to be provided pursuant to or in connection with any litigation, arbitration or similar proceeding; provided, however, that the disclosing party shall inform the other parties of such access shall not unreasonably interfere disclosure to the extent made in accordance with the business clause (iv) or operations of Parent and its Subsidiaries (v) above, and shall take all reasonable available measures to protect the confidentiality of such information to the extent disclosed in accordance with any of clauses (i) through (v) above. The foregoing, however, shall 44 not affect preclude any financial investor or lender committed to participate in the representations and warranties made by Parent in this Agreement. All financing of the requirements transaction from making disclosure to its stockholders of this Section 5.4(b) shall be subject its financial commitment, regardless of whether measures are taken to any prohibitions or limitations protect the confidentiality of applicable law and shall be such information disclosed in connection therewith, provided that such disclosure is subject to the Confidentiality Agreement. (c) Prior prior consent of the Purchaser, Purchaser Sub and the Shareholder, which consent may not be unreasonably withheld. Upon termination of this Agreement prior to the Effective TimeClosing for any reason, the Company each party shall promptly provide Parent return or destroy all confidential information in writing or in computer format received pursuant to or in connection with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entitiesthis Agreement from another party and, or the institution of material litigation (including all litigation relating if destroyed, furnish an officer's certificate detailing such destruction to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyprovider thereof.

Access and Information. (a) Prior to From the Effective Timedate hereof until the Closing, the Company Seller Agreement Parties shall, and shall cause its Subsidiaries each Seller Entity to, permit Parent and Merger Sub and their financing providers, if any, and their respective advisers and other representatives to have reasonable access, during business hours and upon reasonable notice, afford to Sellers' properties and facilities. From the date hereof until the Closing, Parent and its counsel, accountants, consultants Merger Sub shall permit Sellers and their advisors and other authorized representatives to have reasonable access, during normal business hourshours and upon reasonable notice, to the employeesParent's and Merger Sub's properties and facilities. Seller shall furnish, propertiesor cause to be furnished, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such Parent any financial and operating data and other information (including, without limitation, Tax information) that is available with respect to any Seller Entity as may be reasonably requested by Parent shall from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingreasonably request, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions applicable Law, attorney-client privilege, or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent contractual restriction. The Seller Agreement Parties shall, and shall cause its Subsidiaries Sellers to, upon reasonable noticeprovide to Parent updated monthly financial statements of Sellers reasonably promptly following each calendar month-end following the date hereof until the Closing Date. No information provided to or obtained by Parent pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Parent (including such Parent's right to seek indemnification pursuant to Article IX), afford or the Company and its counselrepresentations or warranties of, accountants, consultants and other authorized representatives reasonable access, during normal business hours, or the conditions to the employeesobligations of, propertiesthe parties hereto. All information provided to or obtained by any party heretofore or hereafter, books including pursuant to this Section 6.1 or pursuant to the Disclosure Schedules, shall be held in confidence by the relevant party in accordance with and records subject to the terms of the Mutual Non-Disclosure Agreement, dated May 26, 2011, between Parent and its Subsidiaries; Sellers (the "Confidentiality Agreement") provided, howeverthat, that Parent may disclose such access shall not unreasonably interfere with information to any lenders from whom the business or operations of Parent is seeking financing if Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent such lender have entered into a confidentiality agreement on terms substantially similar to those contained in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon Upon reasonable notice, Citizens and Dupont shall afford Parent River and RVB and its representatives (including, without limitation, directors, officers and employees of River and its affiliates and counsel, accountants, consultants accountants and other authorized representatives professionals retained by River and RVB) such reasonable access, access during normal business hours, hours throughout the period before the Effective Time to the employeesbooks, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, books personnel and records of the Company and its Subsidiariesto such other information relating to Dupont as River or RVB may reasonably request; provided, however, that such access no investigation pursuant to this Section 4.3 shall not unreasonably interfere with the business affect or operations of the Company and its Subsidiaries and shall not affect the representations and warranties be deemed to modify any representation or warranty made by the Company Citizens and Dupont in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to From the date hereof until the Effective Time, Parent shallDupont shall promptly provide River with (i) a copy of each report filed with federal or state banking regulators by Dupont, (ii) a copy of each periodic report to Dupont’s senior management and all materials relating to its business or operations furnished to its board of directors, (iii) a copy of each press release made available to the public, and (iv) all other information concerning its business, properties and personnel as River may reasonably request. Notwithstanding the foregoing, neither Citizens nor Dupont shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into before the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) River shall not, and shall cause its Subsidiaries representatives not to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the employeesconsummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, propertiesRiver and RVB will keep confidential, books and records will cause their respective representatives to keep confidential, all information and documents obtained pursuant to this Section 4.3 unless such information (i) was already known to River, RVB, or an affiliate of Parent and its Subsidiaries; providedRiver or of RVB, howeverother than pursuant to a confidentiality agreement or other confidential relationship, that (ii) becomes available to River, RVB, or an affiliate of River or RVB from other sources not known by such access shall not unreasonably interfere party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the business prior written approval of Citizens or operations Dupont, or (iv) is or becomes readily ascertainable from published information or trade sources. (d) Dupont shall give notice to a designee of Parent River and its Subsidiaries shall invite such person to attend all regular and special meetings of the board of directors of Dupont and all regular and special meetings of any senior management committee (including but not limited to the executive committee, audit committee, investment committee, and loan committee of Dupont) of Dupont. Such designees shall have no right to vote and shall not attend sessions of board of directors and committees during which there is being discussed (i) matters involving this Agreement (including any Acquisition Proposal) and the transactions and matters contemplated herein, (ii) information or material that Dupont or Citizens is required or obligated to, in the reasonable opinion of counsel to Dupont, maintain as confidential under applicable laws or regulations or policies or procedures of Dupont or Citizens, or (iii) pending or threatened litigation or investigations if, in the reasonable opinion of counsel to Dupont, the presence of such designees would or might adversely affect the representations and warranties made by Parent in this Agreement. All confidential nature of the requirements of this Section 5.4(b) shall be subject to or any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation privilege relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebymatters being discussed.

Access and Information. Upon reasonable notice, MBLA ---------------------- shall (a) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, ) afford Parent Citizens and its representatives (including, without limitation, directors, officers and employees of Citizens and its affiliates and counsel, accountants, consultants accountants and other authorized representatives professionals retained by Citizens) such reasonable access, access during normal business hours, hours throughout the period prior to the employeesEffective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, books personnel and records of the Company to such other information relating to MBLA and its SubsidiariesSubsidiaries as Citizens may reasonably request; providedPROVIDED, howeverHOWEVER, that such access no investigation pursuant to this SECTION 4.3 shall not unreasonably interfere affect or be deemed to modify any representation or warranty made herein. MBLA shall provide Citizens with true and complete copies of all financial and other information relating to the business or operations of the Company MBLA and its Subsidiaries that is provided to directors of MBLA and shall Macon Building & Loan in connection with meetings of their Board of Directors of committees thereof. In furtherance, and not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, MBLA shall make available to Citizens all information necessary or appropriate for the Company shall preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. Citizens will not, and will cause its officers and employees representatives not to, use any information obtained pursuant to (x) furnish such financial and operating data and other information as may be reasonably requested this SECTION 4.3 for any purpose unrelated to the consummation of the transactions contemplated by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to timethis Agreement. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant Subject to the requirements of federal or state securities Lawsapplicable law, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shallCitizens will keep confidential, and shall will cause its Subsidiaries torepresentatives to keep confidential, upon reasonable noticeall information and documents obtained pursuant to this SECTION 4.3 unless such information (i) was already known to Citizens or an affiliate of Citizens, afford the Company and its counselother than pursuant to a confidentiality agreement or other confidential relationship, accountants(ii) becomes available to Citizens or an affiliate of Citizens from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere (iii) is disclosed with the business prior written approval of MBLA or operations of Parent and its Subsidiaries and shall not affect (iv) is or becomes readily ascertainable from published information or trade sources. In the representations and warranties made by Parent in event that this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions Agreement is terminated or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby)by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and the Company shall keep Parent informed data as to another party hereto (or an affiliate of such events. Parent shall provide the Company with prompt written notice of the institution or, any party hereto) to its knowledge, the threat of litigation relating be returned to the transactions contemplated herebyparty that furnished the same.

Access and Information. (a) Prior From the date hereof to the Effective TimeClosing, Sellers shall, and shall cause each Company to, afford to Purchaser and its officers, employees, accountants, consultants, legal counsel, financing sources and other representatives, upon reasonable prior notice, reasonable access during normal business hours to (i) the management and key employees of the Companies and (ii) the business, properties, contracts and records of the Companies and all information concerning any of the foregoing and employees of the Companies as Purchaser may reasonably request to conduct such examination and investigation of the business and business assets as is reasonably necessary for the purpose of consummating the transactions contemplated by this Agreement, including using reasonable efforts to permit Purchaser to conduct any reasonable environmental investigations at the Leased Real Property; provided that that: (x) such examination and investigation shall be conducted at times and in a manner that does not unreasonably interfere with the operation of the Companies’ respective businesses, and (y) if any such examination or investigation results in damage to or alteration of any land or other premises, Purchaser (at Purchaser’s expense) shall restore the same to substantially the condition as existed prior to such examination or investigation. (b) Until the fifth anniversary of the Closing, Purchaser shall permit Sellers and their Affiliates and representatives (collectively, the Company “Seller Parties”) to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Purchaser, to the books, records and personnel relating to the business of the Companies, to the extent that such access may be reasonably required in connection with (i) the preparation of any Seller’s Tax returns or with any audit thereof, (ii) any Seller Party’s financial reporting related to the operations of the Companies prior to the Closing, or (iii) any suit, claim, action, proceeding, investigation or regulatory filing relating to the operation of the business of the Companies prior to the Closing; provided that any such Seller Parties shall reimburse Purchaser promptly for all reasonable out-of-pocket costs and expenses incurred by Purchaser in connection with any such request. Purchaser shall attempt in good faith to maintain such books and records in an easily accessible format and at accessible locations. (c) Following the Closing, Purchaser shall, and shall cause its Subsidiaries and its Affiliates’ employees to, upon at any Seller’s reasonable noticerequest, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere cooperate with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information Sellers as may be reasonably requested by Parent from time required in connection with the investigation and defense of any suit, claim, action, proceeding or investigation relating to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy business of each registration statement, prospectus, report, form and other document (if any) the Companies that will be filed by it is brought against any Seller or any of its Subsidiaries their Affiliates at any time after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) Closing; provided that Sellers shall be subject to reimburse Purchaser for all reasonable out-of-pocket costs and expenses incurred by Purchaser in connection with any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreementsuch request. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. Prior to the Closing, Corniche and Strandtek shall (with personnel acceptable to the other Party as the disclosing party, which acceptance shall not be unreasonably withheld) be entitled to make or cause to be made such reasonable investigation of the disclosing party, and the financial and legal condition thereof, as it reasonably deems necessary or advisable, and each of Corniche and Strandtek, as the disclosing party, shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, each of Strandtek and Corniche, as the disclosing party, shall (a) Prior permit the other Party and its agents and representatives to have reasonable access to the Effective Timepremises, the Company shalloperating systems, computer systems (hardware and shall cause its Subsidiaries tosoftware), upon reasonable notice, afford Parent computer equipment and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; provideddisclosing party upon reasonable notice during regular business hours, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (xb) furnish or cause to be furnished to the other Party such financial and operating data data, forecasts, business plans, strategic plans and other information data relating to Corniche, Strandtek and their businesses as may be the other Party shall reasonably requested by Parent request from time to time and (yc) respond cause its accountants to furnish to the other Party and its accountants access to all work papers relating to any of the periods covered by financial statements provided by the disclosing party to the other Party hereunder, subject to the execution by the other Party of such reasonable inquiries and customary documentation as may the disclosing party accountants shall request to be made by Parent from time to timeexecuted. Prior to their filingthe Closing, neither Corniche nor its representatives shall use any information provided to it in confidence by Strandtek for any purpose unrelated to this Agreement, and in no event shall such persons use the Company information provided by Strandtek competitively. Prior to the Closing, neither Strandtek nor its representatives shall furnish as promptly as practicable use any information provided to Parent a copy of each registration statementit in confidence by Corniche for any purposes unrelated to this Agreement, prospectusand in no event shall such persons use the information provided by Corniche competitively. Except with respect to publicly available documents, reportin the event that this Agreement is terminated, form and other document (if anya) that Corniche will be filed deliver to Strandtek all documents obtained by it from Strandtek in confidence or otherwise and any copies thereof in the possession of Corniche or its Subsidiaries after agents and representatives or, at the date option of this Agreement pursuant Corniche, Corniche shall cause all of such documents and all of such copies to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law destroyed and shall be subject certify the destruction thereof to the Confidentiality Agreement. Strandtek and (b) Prior Strandtek will deliver to Corniche all documents obtained by it from Corniche in confidence or otherwise and any copies thereof in the possession of Strandtek or its agents and representatives or, at the option of Strandtek, Strandtek shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to Corniche. No investigation by Corniche or Strandtek heretofore or hereafter made shall modify or otherwise affect the conditions to the Effective Time, Parent shall, obligations of Corniche and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Strandtek to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to consummate the transactions contemplated hereby.

Access and Information. (a) Prior From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Effective Timeattorney-client privilege), the Company shalltrade secrets, and shall cause its Subsidiaries tocontractual confidentiality obligations, upon reasonable prior notice, Xxxxxx Xxxxxx shall afford Parent Buyer and its counsel, accountants, consultants and other authorized representatives Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Companies and to the extent related thereto, of the Manager and Operators, furnish to Buyer such additional financial and operational data and other information regarding the Companies as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Manager and Operators whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Companies into Buyer’s organization following the Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by the Sellers and (ii) be conducted in such a manner so as not to interfere with any of the businesses or operations of the Sellers, U.S. General Partner, the Companies or their respective Affiliates (including the Manager and Operators) and shall not contravene any applicable Law. All requests for information made pursuant to this Section 7.1(a) shall be directed to such Person or Persons as may be designated by the Sellers, and Buyer shall not directly or indirectly contact any Representative of the Sellers, U.S. General Partner, any of the Companies, or any of their respective Affiliates (including the Manager and Operators) without the prior approval of such designated Person or Persons. In no event shall the auditors and independent accountants of the Sellers, U.S. General Partner, the Companies or their respective Affiliates be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If requested by the Sellers, Buyer shall, and shall cause its Buying Affiliates and its Affiliates (as applicable) to, enter into a customary joint defense agreement with the Sellers, U.S. General Partner, the Companies or their respective Affiliates with respect to any information to be provided to Buyer pursuant to this Section 7.1(a). Buyer agrees to be liable to and to indemnify, defend and hold harmless the Sellers, U.S. General Partner, the Companies and their respective Affiliates, directors, officers and employees and, to the extent related thereto, the Manager and Operators, from and against any and all Liabilities, claims and causes of action for personal injury, death or property damage occurring as a result of Buyer’s or any of its Representatives’ access to the books and records, offices and properties of U.S. General Partner, the Companies or of the Manager and Operators; provided, however, that such indemnity will not apply to the extent that any such Liabilities, claims or causes of action arise out of the gross negligence or willful misconduct of the Sellers, U.S. General Partner, the Companies or any of their respective Affiliates, directors, officers or employees, propertiesor of the Manager or Operators. Buyer further agrees to comply fully with all rules, books regulations and instructions issued by the Sellers, U.S. General Partner, the Companies and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of U.S. General Partner, the Companies or of the Manager and Operators. (b) From and after the Closing, in connection with any reasonable business purpose, including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of the Sellers, U.S. General Partner and their respective Affiliates (including the Manager and Operators) under this Agreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford the Sellers and their respective Representatives reasonable access, during normal business hours, to the books, data, files, information and records of the Company Buyer and its SubsidiariesAffiliates in respect of U.S. General Partner and the Companies (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to the Sellers such additional financial and other information regarding U.S. General Partner and the Companies as the Sellers may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) make available to the Sellers the employees of Buyer and its Affiliates (or, if applicable, any replacement manager or operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Sellers, their respective Affiliates or their respective Representatives in connection with the Sellers’ or such Affiliates’ inquiries for any of the purposes referred to in this Section 7.1(b); provided, however, that such access or request shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it Buyer or any of its Subsidiaries after Affiliates. In no event shall the date auditors and independent accountants of this Agreement pursuant Buyer or its Affiliates be obligated to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject make any work papers available to any prohibitions Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or limitations of applicable law and shall be subject to independent accountants. If so reasonably requested by Buyer, the Confidentiality Agreement. (b) Prior to the Effective Time, Parent Sellers shall, and shall cause its Subsidiaries their respective Affiliates (as applicable) to, upon reasonable notice, afford the Company enter into a customary joint defense agreement with any one or more of Buyer and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, Affiliates with respect to any information to be provided to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business Sellers or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of their respective Affiliates pursuant to this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement7.1(b). (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior to Each member of the Effective TimeGranite Group covenants and agrees that, pending the Company shallClosing, and each member of the Granite Group shall cause its Subsidiaries to, upon reasonable notice, afford Parent give Buyer and its counsel, accountants, consultants engineers, investment bankers, potential lenders and other authorized representatives reasonable access, at Buyer's risk and expense, during normal business hourshours throughout the period prior to the Closing Date or the earlier termination of this Agreement, to all of WLAJ's (to the extent in their possession), WWMT's, WWMT License, Inc.'s, WLAJ, Inc.'s, Seller's and Granite's (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement) books, records (including all employee files), agreements, reports, and other documents and all of the Broadcasting Assets to be acquired hereunder and shall furnish Buyer, its counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives during such period with copies of all information concerning the affairs of Seller, WLAJ, Inc., WWMT License, Inc., Granite (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement, ownership or control of Seller, WWMT License, Inc., WLAJ, Inc. or the Broadcasting Assets, or employment of the WLAJ Employees) and WWMT as they may reasonably request in order to enable Buyer to make such examinations and investigations thereof as it shall deem necessary, including, without limitation, all contracts, agreements, and leases pertaining to the business and operations of WWMT or otherwise included in the Broadcasting Assets and any amendments, renewals or other modifications thereof, and each member of the Granite Group will make appropriate officers, employees, propertiesattorneys, books agents and records accountants available to discuss with Buyer and its representatives such aspects of the Company business and its Subsidiariesoperations of WLAJ (under the Time Brokerage Agreement) and WWMT as Buyer may reasonably require (it being understood that the foregoing shall include such access as Buyer may reasonably require to the management of Granite to enable Buyer to obtain information about the employees of WWMT or the WLAJ Employees that Buyer will employ after it acquires the Granite Broadcasting Assets); provided, however, that such access in each instance mutually satisfactory arrangements shall not unreasonably interfere be made in advance in order to avoid interruption and to minimize interference with the normal business or and operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoingSeller, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it WWMT or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality AgreementWLAJ. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (a) Prior From the date hereof to the Effective Time, the Company shall, and shall cause its the Company Subsidiaries to, upon reasonable notice, afford to Parent and its counselofficers, employees, accountants, consultants consultants, legal counsel, financing sources and other authorized representatives, upon reasonable prior notice, reasonable access during normal business hours to (i) the management and key employees of the Company and Company Subsidiaries and (ii) all information concerning the business, properties, contracts, records and personnel of the Company and the Company Subsidiaries as Parent may reasonably request to conduct such examination and investigation of the business and business assets, including environmental matters, as is reasonably necessary for the purpose of consummating the transactions contemplated by this Agreement (including any financing transactions of Parent with respect to the transactions contemplated by this Agreement); provided that that such examination and investigation will be conducted at times and in a manner that does not unreasonably interfere with the operation of the Company's or the Company Subsidiaries' respective businesses. (b) Following the Effective Time, for so long as such information is retained by Parent or the Surviving Corporation (which shall be for a period of at least five (5) years), Parent shall permit the Stockholder Representative and its Affiliates and representatives (collectively, the "ABRY Parties") to have reasonable access, access and duplicating rights during normal business hours, upon reasonable prior notice to Parent, to the employeesbooks, propertiesrecords and personnel relating to the business of the Company, books and records to the extent that such access may be reasonably required in connection with (i) the preparation of any Junior Stockholder's Tax returns or with any audit thereof, (ii) any suit, claim, action, proceeding or investigation relating to the operation of the business of the Company and its Subsidiariesthe Company Subsidiaries prior to the Effective Time or (iii) any regulatory filing or matter; provided, however, provided that any such ABRY Parties shall reimburse Parent or the Surviving Corporation promptly for all reasonable out-of-pocket costs and expenses incurred by Parent or the Surviving Corporation in connection with any such request and neither Parent nor the Surviving Corporation will be required to take any such action unless it has received reasonable assurance that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data and other information as may be reasonably requested by Parent from time to time and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that reimbursement will be filed by it or any of its Subsidiaries after paid. Parent and the date of this Agreement pursuant Surviving Corporation, as applicable, shall attempt in good faith to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law maintain such books and shall be subject to the Confidentiality Agreementrecords in an easily accessible format and at accessible locations. (bc) Prior to Following the Effective Time, Parent shall, and shall cause instruct its Subsidiaries and the Surviving Corporation's employees to, upon at any Junior Stockholder's reasonable noticerequest, afford cooperate with such Junior Stockholder as may be reasonably required in connection with the investigation and defense of any suit, claim, action, proceeding or investigation relating to the business of the Company that is brought against such Junior Stockholder or any of its Affiliates at any time after the Effective Time; provided, that such Junior Stockholder shall reimburse Parent or the Surviving Corporation promptly for all reasonable out-of-pocket costs and its counsel, accountants, consultants expenses incurred by Parent or the Surviving Corporation in connection with any such request and other authorized representatives neither Parent nor the Surviving Corporation will be required to take any such action unless it has received reasonable access, during normal business hours, assurance that such reimbursement will be paid. (d) Notwithstanding anything to the employeescontrary contained in this Section 7.1, properties, the access to books and records of Parent contemplated by Section 7.1(b) and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b7.1(c) hereof (i) shall be subject to any prohibitions or limitations the terms of applicable law and the confidentiality agreement set forth in the Selling Stockholders Agreement, (ii) in the case of materials that are privileged under laws concerning evidence, shall be subject to such agreements as may be reasonably requested by the Confidentiality Agreement. Surviving Corporation in order to preserve and maintain any such privilege, and (ciii) Prior subject to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated herebySection 9.4(c), and shall not extend to materials primarily related to any matter that is the Company shall keep Parent informed subject of such events. Parent shall provide the Company with prompt written notice of the institution or, a claim for indemnification pursuant to its knowledge, the threat of litigation relating to the transactions contemplated herebyArticle IX hereof.

Access and Information. Prior to the Closing, the Purchaser shall be entitled to make or cause to be made such investigation of the Companies, and the financial and legal condition thereof, as the Purchaser deems necessary or advisable, and the Company and the Sellers shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall (a) Prior permit the Purchaser and its agents and representatives or cause them to be permitted to have full and complete access to the Effective Timepremises, the Company shalloperating systems, computer systems (hardware and shall cause its Subsidiaries to, upon reasonable notice, afford Parent software) and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and its Subsidiaries; providedCompanies upon reasonable notice during regular business hours, however, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (xb) furnish or cause to be furnished to the Purchaser such financial and operating data data, projections, forecasts, business plans, strategic plans and other information data relating to the Companies and the Businesses as may be reasonably requested by Parent the Purchaser shall request from time to time and (yc) respond cause the Accountants to such reasonable inquiries as may be made furnish to the Purchaser and its accountants access to all work papers relating to any of the periods covered by Parent from time to timethe Financial Statements. Prior to the Closing, the Purchaser shall not use any information provided to it in confidence for any purpose unrelated to the Transaction Agreements. The Sellers and the Company shall not use any information provided to them in confidence by the Purchaser for any purposes unrelated to the Transaction Agreements. Except with respect to publicly available documents, in the event that this Agreement is terminated, (a) the Purchaser will deliver to the Company all documents obtained by it from the Companies or the Sellers in confidence and any copies thereof in the possession of the Purchaser or its agents and representatives or, at the option of the Purchaser, the Purchaser shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company and the Sellers and (b) the Sellers and the Company will deliver to the Purchaser all documents obtained by them from the Purchaser in confidence and any copies thereof in the possession of the Company and/or either of the Sellers or their filingagents and representatives or, at the option of the Company and the Sellers, the Company and the Sellers shall furnish as promptly as practicable cause all of such documents and all of such copies to Parent a copy be destroyed and shall certify the destruction thereof to the Purchaser. No investigation by the Purchaser heretofore or hereafter made shall modify or otherwise affect (a) any representations and warranties of each registration statement, prospectus, report, form and other document (if any) that will be filed by it the Company or any of its Subsidiaries after the date of this Agreement Sellers made pursuant to the requirements of federal this Agreement, which shall survive any such investigation, or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior the conditions to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All obligation of the requirements of this Section 5.4(b) shall be subject Purchaser to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to consummate the transactions contemplated hereby), provided that the Purchaser shall promptly notify the Sellers in writing of any facts and the Company shall keep Parent informed circumstances of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating which it obtains knowledge prior to the transactions contemplated herebyClosing that indicate that any such representations and warranties are inaccurate in any material respect (except for any representation and warranty which is qualified hereunder as to materiality, as to which such notification shall be given if the Purchaser obtains knowledge that such representation and warranty is inaccurate in any respect); failure to comply with this notification obligation with respect to particular facts and circumstances shall preclude the Purchaser from relying upon such facts and circumstances in bringing any action hereunder for indemnification.

Access and Information. (a) Prior From the date hereof until the Closing, subject to the Effective Timeapplicable Laws, the Company shall, and Seller shall cause its Subsidiaries to, upon reasonable notice, (i) afford Parent Buyer and its counsel, accountants, consultants and other authorized representatives reasonable (including representatives of entities providing or arranging financing for Buyer) access, during normal regular business hourshours of Seller and upon reasonable advance notice given by Buyer to Seller, to the employeesKey Employees, propertiesthe Transferred Assets, and the books and records of the Company Business, and its Subsidiaries; provided(ii) furnish, howeveror cause to be furnished, that such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such Buyer any financial and operating data and other information as may be reasonably requested by Parent that is available with respect to the Business and the Transferred Assets that Buyer from time to time reasonably requests and (yiii) respond instruct the Employees, and Seller’s counsel, accountants and financial advisors to reasonably cooperate with Buyer in its investigation of the Business as necessary to confirm (a) the accuracy of the representations and warranties of Seller and its Affiliates set forth in this Agreement and any Ancillary Agreements, (b) the compliance by Seller and its Affiliates of any covenants and obligations of Seller and its Affiliates set forth in this Agreement and any Ancillary Agreements, and (c) the satisfaction of any conditions to closing indicated in Article VI, including, without limitation, instructing Seller’s accountants to give Buyer access to their work papers. No investigation pursuant to this Section 5.1(a) shall alter any representation or warranty given hereunder by Seller. All requests for information made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such reasonable inquiries Person or Persons as may be made designated by Parent from time to timeSeller. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement All information received pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MBCA. All of the requirements of this Section 5.4(a5.1(a) shall be subject to any prohibitions or limitations governed by the terms of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to During the Effective Time, Parent shall, and shall cause its Subsidiaries toperiod ending two (2) months following the Closing, upon the reasonable noticerequest of Buyer, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursSeller shall, to the employeesextent permitted by Law, properties, books and records of Parent grant to Buyer and its Subsidiaries; providedrepresentatives during regular business hours and subject to reasonable rules and regulations of Seller, howeverthe right, that such access shall not unreasonably interfere with at the business expense of Buyer, to inspect and copy the books, records and other documents in Seller’s possession pertaining in whole or operations of Parent and its Subsidiaries and shall not affect in part to the representations and warranties made by Parent in this Agreement. All operation of the requirements of this Section 5.4(b) shall be subject to any prohibitions Business or limitations of applicable law and shall be subject the Transferred Assets prior to the Confidentiality AgreementClosing. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the transactions contemplated hereby), and the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated hereby.

Access and Information. (ai) Prior to Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its employees, accountants, legal counsel, financial advisors and other representatives to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, full access to all offices and other facilities, the Company's employees and to the extent permitted by the terms thereof, all contracts, agreements, commitments, books and records of or pertaining to the Company and its Subsidiaries, will permit the foregoing to make such inspections as they may require and (i) will cause its officers promptly to furnish Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Purchaser may from time to time reasonably request, and (ii) will make available a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities Laws or the NASD. Notwithstanding the foregoing, neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would materially breach a contract or other obligation, jeopardize the attorney-client privilege of the Person in possession or control of such information or contravene any Law or binding agreement entered into prior to the date of this Agreement. If possible, the parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with antitrust Laws, and, if necessary, restricting review of certain sensitive material to the receiving party's personnel holding applicable security clearances, or if applicable financial advisors, lenders or outside legal counsel. (ii) The Company shall, and shall cause its Subsidiaries to, upon reasonable noticereasonably cooperate with the Purchaser in consummating the financing contemplated by the Commitment Letters and any syndication efforts related thereto, afford Parent and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hoursincluding, to the employeesextent reasonable, properties, books (i) making senior management available for meetings and records of the Company arranging for employees and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations advisors of the Company and its Subsidiaries to provide reasonable assistance with the financing documentation and shall not affect (ii) furnishing the representations Purchaser and warranties made by its financing sources with financial and other pertinent information regarding the Company in this Agreement. Without limitation of the foregoing, the Company shall cause and its officers and employees to (x) furnish such financial and operating data and other information Subsidiaries as may be reasonably requested by Parent the Purchaser. (iii) The Chief Financial Officer of the Company shall deliver to Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (iv) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and (y) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filingimmediately before the close of business on the expiration date of the Offer, the Company shall furnish inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (d)(ii), (e) (f) and (j) on Annex A. The President of the Company shall deliver to Purchaser promptly as practicable to Parent a copy following the close of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after business on the then-scheduled expiration date of this Agreement pursuant the Offer a certificate executed by such officer to the requirements of federal or state securities Laws, The NASDAQ Global Market or effect that the MBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject conditions to the Confidentiality AgreementOffer specified in the immediately preceding sentence have been satisfied. (bv) Prior to the Effective Time, Parent shall, execution and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records delivery of Parent and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (c) Prior to the Effective Time, the Company shall promptly provide Parent with copies have delivered to Purchaser a copy of all monthly duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entitiesagreements contemplated hereby and, or the institution of material litigation (including all litigation relating to in each case, the transactions contemplated hereby)thereby, and certified by the Company shall keep Parent informed of such events. Parent shall provide the Company with prompt written notice Secretary of the institution or, to its knowledge, the threat of litigation relating to the transactions contemplated herebyCompany.