Common use of Access and Information Clause in Contracts

Access and Information. Upon reasonable notice, each of the Company and Parent shall (and shall cause its subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party 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 herein. The Company and Parent will not, and each 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 Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3.

Access and Information. Upon reasonable notice, each The Company shall permit authorized representatives of Investor to visit and inspect any of the Company and Parent shall properties of the Company, including its books of account (and shall cause its subsidiaries to) afford to the other party make copies thereof and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliatestake extracts therefrom), and counselto discuss its affairs, accountants finances and other advisors retained by the other party accounts with its officers, administrative employees and its affiliates) independent accountants, all at 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 (including, without limitation, loan reasonable times and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party often as may be reasonably requestrequested; provided, however, that no investigation pursuant Investor agrees to this Section 5.3 shall affect or be deemed to modify any representation or warranty made herein. The treat as confidential all the information so provided and designated by the Company and Parent will notas confidential, and each will cause its representatives not to, to use such information in any information obtained pursuant way reasonably foreseeable to this Section 5.3 for any purpose unrelated be detrimental to the consummation Company. Investor further agrees that it shall disclose such information only to directors, officers, employees and representatives of Investor who need to know such information for the transactions contemplated by this Plan. Subject to purpose of evaluating the requirements performance and financial condition of law, the Company and Parent will keep confidentialassisting Investor in the performance of its fiduciary duties. Investor agrees that such directors, officers, employees and representatives shall be informed by Investor of the confidential nature of such information, that they shall be directed by Investor to treat such information confidentially, and will cause Investor shall be responsible for any breach of confidentiality by such directors, officers, employees or representatives, up to a maximum aggregate liability that shall not exceed Investor's profit derived from such disclosure. Notwithstanding the foregoing, if Investor or its directors, officers, employees or representatives is legally compelled to keep confidential, all disclose information and documents obtained pursuant to disclosed under this Section 5.3 unless 5.1(b), Investor will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy or waive compliance with this Section 5.1(b). If such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Section 5.1(b) in writing, Investor shall be permitted to disclose such information pursuant thereto, but only such information as it is advised is legally required. The requirement of confidential treatment in this Section 5.1(b) shall not apply to information which: (i) was already known to the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii1) becomes generally available to the Company public other than as a result of a disclosure by Investor, (2) was available on a non-confidential basis prior to its disclosure to Investor; (3) was received from a third party without similar restriction or Parent, as the case may be, without breach of this Agreement; (4) was independently developed by Investor; or an affiliate of (5) was furnished to a third party by the Company or Parent from other sources not known by such party to be bound by without a confidentiality agreement, (iii) is disclosed with restriction on the prior written approval of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3third party's rights.

Access and Information. Upon reasonable notice, each of the Company and Parent shall (and shall cause its subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 Time, except that with respect to the Company, during the Due Diligence Period (as defined in Section 7.1(g)) access shall be provided each calendar day during the periods requested by Parent, to the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party 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 herein. The Company and Parent will not, and each 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 Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent Parent, as the case may be, 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions SECTION 5.4. Certain Filings, Consents and Arrangements. Parent, Merger Sub and the Company shall, and Parent and the Company shall cause their respective subsidiaries to, (a) as soon as practicable make any filings and applications required to be filed in order to obtain all approvals, consents and waivers of governmental authorities necessary or appropriate for the consummation of the Confidentiality Agreements dated April 5transactions contemplated hereby, 1999 (b) cooperate with one another (i) in promptly determining what filings are required to be made or approvals, consents or waivers are required to be obtained under any relevant federal, state or foreign law or regulation and December 23(ii) in promptly making any such filings (including, 1998 shall survive at the Effective Time, the filing of a Certificate of Merger pursuant to the extent State Corporation Law), furnishing information required in connection therewith and seeking timely to obtain any such terms approvals, consents or waivers and (c) deliver to the other copies of the publicly available portions of all such filings and applications promptly after they are not inconsistent with this Section 5.3filed.

Access and Information. Upon reasonable notice, each of the The Company and Parent its subsidiaries shall (and shall cause its subsidiaries toa) afford to the other party Parent and its representatives (includingaccountants, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants counsel and other advisors retained by the other party and its affiliates) such representatives full access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to the all of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, loan the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and credit files, tax returns the Company; and work papers of independent auditors), properties, personnel and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such other information as matters, in each case to the extent such party may reasonably requestIndemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that no investigation pursuant in the event any claim or claims are asserted or made within such six-year period, all rights to this indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 5.3 8.2(a) shall affect or provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be deemed to modify any representation or warranty made herein. The Company and Parent will notsought, and each will cause the Indemnified Party shall permit the Parent (at its representatives not toexpense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of lawhowever, the Company and Parent 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 that (i) was already known counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Company or ParentIndemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, as the case may be, or an affiliate of the Company or Parent, and (ii) becomes available the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the Company or extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as the case may be, or an affiliate a result of the Company or Parent from other sources not known by such party failure to be bound by a confidentiality agreement, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sourcesgive notice. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate Parent does not accept the defense of any party hereto) matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be returned to liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the party which furnished Parent shall not be responsible for the samefees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The provisions Parent shall not, in the defense of any such claim or litigation, except with the consent of the Confidentiality Agreements dated April 5Indemnified Party, 1999 and December 23, 1998 shall survive consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the extent Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such terms are not inconsistent Indemnified Party of a release from all liability with this Section 5.3respect to such claim or litigation.

Access and Information. (a) Upon reasonable notice, each of the Company and Parent SCCB shall (and shall cause its subsidiaries Subsidiaries to) afford to the other party UFB and its representatives (including, without limitation, directors, officers and employees of the other party UFB and its affiliates, affiliates and counsel, accountants and other advisors professionals retained by the other party and its affiliatesUFB) such reasonable 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party UFB may reasonably request; provided, however, that no investigation pursuant to this Section 5.3 4.3 shall affect or be deemed to modify any representation or warranty made herein. The Company In furtherance, and Parent not in limitation of the foregoing, SCCB shall make available to UFB all information necessary or 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. UFB will make available to SCCB (i) such updated financial and business information as SCCB may reasonably request and (ii) other information as reasonably necessary for SCCB to prepare and file a Proxy Statement- Prospectus as contemplated by Section 4.9. UFB will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement. Subject to the requirements of applicable law, the Company and Parent UFB will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.3 unless such information (i) was already known to the Company or Parent, as the case may be, UFB or an affiliate of the Company UFB, other than pursuant to a confidentiality agreement or Parent, other confidential relationship; (ii) becomes available to the Company or Parent, as the case may be, UFB or an affiliate of the Company or Parent UFB from other sources not known by such party UFB to be bound by a confidentiality agreement, agreement or other obligation of secrecy; (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, UFB or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party UFB shall promptly cause all copies of documents or extracts thereof containing information and data as to another party SCCB hereto (or an affiliate of any party heretoSCCB) to be returned to SCCB. (b) During the party period of time beginning on the day application materials for the Bank Merger are initially filed with the OTS (but in no event earlier than 30 days prior to the Effective Time) and continuing to the Effective Time, including weekends and holidays, SCCB shall cause SCCB Bank to provide UFB, UFB Bank and their authorized agents and representatives full access to SCCB Bank's offices after normal business hours for the purpose of installing necessary wiring and equipment (at UFB's expense) to be utilized by UFB Bank after the Effective Time; provided, that: (i) reasonable advance notice of each entry shall be given to SCCB Bank and SCCB Bank approves of each entry, which furnished approval shall not be unreasonably withheld; (ii) SCCB Bank shall have the same. The provisions of right to have its employees or contractors present to inspect the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive work being done; (iii) to the extent practicable, such terms are work shall be done in a manner that will not inconsistent interfere with SCCB Bank's business conducted at any affected branch offices; (iv) all such work shall be done in compliance with all applicable laws and government regulations, and UFB Bank shall be responsible for the procurement, at UFB Bank's expense, of all required governmental or administrative permits and approvals; (v) UFB Bank shall maintain appropriate insurance satisfactory to SCCB Bank in connection with any work done by UFB Bank's agents and representatives pursuant to this Section 4.3; (vi) UFB Bank shall reimburse SCCB Bank for any material out-of- pocket costs or expenses incurred by SCCB Bank in connection with this Section 5.3undertaking; and (vii) in the event this Agreement is terminated in accordance with Article VI hereof, UFB Bank, within a reasonable time period and at its sole cost and expense, will pay SCCB for the restoration of such offices to their condition prior to the commencement of any such installation.

Access and Information. Upon (a) Company shall, and shall cause its subsidiaries to (i) afford to Acquiror and the Acquiror Representatives reasonable access at reasonable times, upon reasonable prior notice, each to the officers, employees, accountants, agents, properties, offices and other facilities of Company and its subsidiaries and to the books, records, Tax Returns and other documents thereof (including, at the request of Acquiror, copies thereof) and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, properties, Contracts, records and personnel of Company and its subsidiaries (including, without limitation, financial, operating and other data and information and any notice, report or other document filed with or supplied to any Governmental Entity in connection with the Merger or any of the Company and Parent shall other transactions contemplated by this Agreement) as may be reasonably requested, from time to time, by Acquiror. (b) During the period from the date of this Agreement to the Effective Time, Acquiror shall, and shall cause its subsidiaries to) afford , furnish promptly to Company and the other party Representatives such information concerning the business, properties and records of Acquiror and its representatives subsidiaries (including, without limitation, directorsfinancial, officers operating and employees other data and information and any notice, report or other document filed with or supplied to any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement (other than any such notice, report or other document the subject of which is a third party other than Company)) as may be reasonably requested, from time to time, by Company. (c) Notwithstanding the foregoing provisions of this Section 6.5, neither party hereto shall be required to grant access or furnish information to the requesting (d) If this Agreement is terminated, each party shall, upon the request of the other party and its affiliateshereto, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and redeliver to such other information as such party may reasonably request; provided, however, that no investigation all nonpublic written material provided pursuant to this Section 5.3 6.5 and shall affect not retain any copies, extracts or other reproductions of such written material. In such event, all documents, memoranda, notes and other writings (including all electronic versions thereof) prepared by the redelivering party based on the information in such material shall be deemed destroyed (and the redelivering party shall use reasonable efforts to modify any representation or warranty made herein. The Company and Parent will not, and each 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 Plan. Subject to the requirements of law, the Company and Parent will keep confidential, and will cause its representatives to keep confidentialsimilarly destroy the documents, all information memoranda and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3notes).

Access and Information. Upon reasonable notice(a) During the Interim Period, and in addition to and without limitation of Parent’s rights pursuant to Section 5.2, each of the Company and Parent shall (i) give the other party and shall cause such party’s Representatives reasonable access to its subsidiaries tooffices, properties, books and records, upon the reasonable request of the other party, (ii) afford furnish to the other party and its representatives (including, without limitation, directors, officers such party’s Representatives such financial and employees of operating data and other information relating to the other party as such Persons may reasonably request and (iii) instruct its affiliates, and counsel, accountants and other advisors retained by Representatives to cooperate with the other party in its investigation and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout review of the period prior to the Effective Time to the booksCompany and Parent, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may reasonably request; provided, however, that no applicable. Any investigation pursuant to this Section 5.3 5.8(a) shall affect or be deemed conducted in such manner as not to modify any representation or warranty made herein. The interfere unreasonably with the conduct of the business of the Company and Parent, as applicable. (b) Without limiting the generality of the foregoing, during the Interim Period, the Company shall permit Parent will notand its Representatives to contact the Company’s accountants, auditors, and each will employees, and the Company shall, and shall use its commercially reasonable efforts to cause its representatives not such accountants, auditors and employees to, use discuss, reasonably cooperate and provide all material information, documentation, data and materials (whether in electronic form of otherwise) relating to the Company that is in the control or possession of the Company or its Affiliates or Representatives as Parent may reasonably request, including any information obtained pursuant that is reasonably required for the preparation of financial statements of Parent that include financial and operating data relating to the Company; provided that such discussions, cooperation and provision do not interfere unreasonably with the conduct of the business of the Company. (c) Notwithstanding anything herein to the contrary in this Section 5.3 for any purpose unrelated to the consummation of the transactions 5.8, no access or examination contemplated by this Plan. Subject Section 5.8 shall be permitted to the requirements extent that it would require the Company or Parent or any of lawtheir respective Subsidiaries, as applicable, to waive the attorney-client privilege or attorney work product privilege, or violate any applicable Law; provided, that each the Company and Parent 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 shall be entitled to withhold only such information that may not be provided without causing such violation or waiver, (ii) shall provide to the other party all related information that may be provided without causing such violation or waiver (including, to the extent permitted, redacted versions of any such information), and (iii) shall enter into such effective and appropriate joint-defense agreements or other protective arrangements as may be reasonably requested by the Company or Parent, as the case applicable, in order that all such information may be, or an affiliate of the Company or Parent, (ii) becomes available be provided to the Company other party without causing such violation or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3waiver.

Access and Information. Upon reasonable notice(a) The Company shall, each of the Company and Parent shall (and shall cause its subsidiaries toto (i) afford to the other party Parent and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Parent Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its subsidiaries and to the books and records thereof and (ii) furnish promptly to Parent and the Parent Representatives such information concerning the business, properties, contracts, records and personnel of the Company and its subsidiaries (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by Parent. (b) Parent shall, and shall cause its subsidiaries to (i) afford to the Company and its officers, directors, officers employees, accountants, consultants, legal counsel, agents and employees other representatives (collectively, the "Company Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the officers, employees, accountants, agents, properties, offices and other facilities of the other party Parent and its affiliatessubsidiaries 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 counsel, accountants and other advisors retained by the other party personnel of Parent and its affiliates) such access subsidiaries (including, without limitation, for financial, operating and other data and information) as may be reasonably requested, from time to time, by the purpose Company. (c) Notwithstanding the foregoing provisions of conducting supplemental due diligence reviews) during normal business hours throughout the period prior this Section 5.04, neither party shall be required to grant access or furnish information to the Effective Time other party to the books, records extent that such access or the furnishing of such information is prohibited by law. No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are herein contained and each such representation and warranty shall survive such investigation. (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other d) The information as such party may reasonably request; provided, however, that no investigation received pursuant to this Section 5.3 5.04 (a) and (b) shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 be "Confidential Information" for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions purposes of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3Agreements.

Access and Information. Upon (a) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, each 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 Parent shall (and shall cause its subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may reasonably requestSubsidiaries; provided, however, that no investigation such access 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 VSCA. All of the requirements of this Section 5.3 shall affect be subject to any prohibitions or limitations of applicable law and shall be deemed subject to modify any representation or warranty made hereinthe Confidentiality Agreement. (b) 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 and shall provide Parent will notwith prompt written notice of any investigations by Governmental Entities, and each will cause its representatives not to, use any information obtained pursuant or the institution of material litigation (including all litigation relating to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Planhereby), and the Company shall keep Parent informed of such events. Subject Parent shall provide the Company with prompt written notice of the institution or, to the requirements of lawits knowledge, the Company and Parent will keep confidential, and will cause its representatives threat of litigation relating to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3hereby.

Access and Information. Upon reasonable notice, each of the Company and Parent Seller shall (and shall cause its subsidiaries Subsidiaries, including, without limitation, the Association, to) afford to the other party Purchaser and its representatives (including, without limitation, directors, officers and employees of the other party Purchaser and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliatesprofessionals retained) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours and in a manner calculated to minimize any disruption of Seller's operations throughout the period prior to the Effective Time to the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party Purchaser may reasonably request; providedPROVIDED, howeverHOWEVER, that no investigation pursuant to this Section 5.3 4.04 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent Purchaser will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.04 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement. Subject to the requirements of law, the Company and Parent Purchaser will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.04 unless such information (i) was already known to the Company or Parent, as the case may be, Purchaser or an affiliate of the Company Purchaser, other than pursuant to a confidentiality agreement or Parentother confidential relationship, (ii) becomes available to the Company or Parent, as the case may be, Purchaser or an affiliate of the Company or Parent Purchaser from other sources not known by such party to be bound by a confidentiality obligation or agreement, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, Seller or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions Seller agrees to provide reasonable advance notice to Purchaser of the Confidentiality Agreements dated April 5each meeting of its Loan Committee and to allow a representative of Purchaser, 1999 and December 23identified in advance, 1998 shall survive to the extent attend each such terms are not inconsistent with this Section 5.3meeting.

Access and Information. Upon reasonable at least three (3) days prior written notice, each of the Company and Parent shall (and shall cause its subsidiaries to) afford Purchaser agrees to provide Seller reasonable access to the other party Owned Real Property as is required for Seller to satisfy its obligations with respect to the Retained Environmental Liabilities as described above in Section 6.20(a), and its representatives Purchaser will permit Purchaser’s employees to provide reasonable levels of support and to cooperate with Seller (including, including without limitation, directors, officers and employees the provision of the other party and its affiliates, and counsel, accountants and other advisors retained information reasonably available to Purchaser) as is necessary for Seller to satisfy such obligations. All actions taken by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may reasonably request; provided, however, that no investigation Seller pursuant to this Section 5.3 6.20 (i) shall affect not unreasonably interfere with the operation of the Business and (ii) shall be completed in a commercially reasonable manner and in accordance with Applicable Law, including Environmental Laws and Health and Safety Laws. Seller will (A) reimburse Purchaser for any costs incurred by Purchaser in providing support or be deemed cooperation to modify any representation or warranty made herein. The Company and Parent will notSeller, and each will cause its representatives not to, use any information obtained (B) keep Purchaser informed as to Seller’s activities pursuant to this Section 5.3 for 6.20 and the status of, and any purpose unrelated to the consummation development related to, all of the transactions contemplated Retained Environmental Liabilities and the activities required to be undertaken by this Plan. Subject to the requirements of law, the Company and Parent will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained Purchaser pursuant to this Section 5.3 unless such information (i) was already known to the Company or Parent, as the case may be, or an affiliate of the Company or Parent6.20, (iiC) becomes available promptly provide Purchaser with copies of any correspondence or other documents provided to the Company or Parent, as the case may be, or an affiliate of the Company or Parent received from other sources not known by any Governmental Entity related to such party to be bound by a confidentiality agreementmatters), (iiiD) is disclosed with indemnify, defend and hold the prior written approval of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable Purchaser Indemnitees harmless from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause and against any and all copies of documents or extracts thereof containing information Liabilities and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive Losses to the extent arising, in whole or part, out the performance by Seller, its employees, agents, independent contractors, sub-contractors or Persons acting on their behalf, of any of the actions described above, and (E) give Purchaser notice of any proposed meeting with any Government Entity at least 5 Business Days prior to such terms are meeting and permit Purchaser and its advisors to attend and observe such meeting but not inconsistent with this Section 5.3actively participate in any such meeting.

Access and Information. Upon reasonable notice(a) From the Seller Date until the Closing, each subject only to applicable rules and regulations of the Company FCC and Parent provided that Buyer shall (agree to be bound by any confidentiality provisions of any Material Contracts, Seller shall, at the sole cost and shall cause its subsidiaries to) expense of Buyer, afford to the other party Buyer and its representatives (includingincluding accountants and counsel) reasonable access, without limitationduring normal business hours, upon reasonable prior notice and in such manner as will not unreasonably interfere with the conduct of the business of Seller, to all properties, books, records, and Tax Returns of Seller and all other information with respect to its business, 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 Seller with such officers, directors, officers and employees of the other party and its affiliatesaccountants, consultants, and counsel, accountants and other advisors retained by the other party and its affiliates) such access (including, without limitation, counsel for Seller as Buyer deems reasonably necessary or appropriate for the purpose purposes of conducting supplemental due diligence reviews) during normal business hours throughout familiarizing itself with Seller and the period prior Station, including the right to visit the Effective Time to the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may reasonably requestStation; provided, however, that no investigation such Station visits shall be scheduled at least five business days in advance and shall be conducted in a manner intended to minimize the disruption of the operations of the Station; provided, further, however, that Buyer shall not contact any Station personnel without the express prior consent of Seller. All information provided to Buyer pursuant to this Section 5.3 Agreement shall affect be considered confidential information and will not be disclosed to any third party or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 utilized by Buyer for any purpose unrelated to other than consummating the consummation of transactions contemplated hereby, until such time as the transactions contemplated by this Plan. Subject Agreement have been consummated. (b) Within 10 days after its receipt from SFX, Seller shall deliver to Buyer, for the requirements Station, monthly operating statements prepared in the ordinary course of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3business for internal purposes.

Access and Information. Upon reasonable notice, each of the Company and Parent shall (and shall cause its subsidiaries toa) afford Except as may be deemed necessary or appropriate to the other party and its representatives comply with applicable laws (including, without limitation, directors, officers any requirements with respect to security clearances) and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such access subject to any applicable privileges (including, without limitation, for the purpose of conducting supplemental due diligence reviewsattorney-client privilege), the Company shall, and shall cause its subsidiaries to (i) during normal business hours throughout afford to Parent and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the period "Parent Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the Effective Time officers, employees, agents, properties, offices and other facilities of the Company and its subsidiaries and to the booksbooks and records thereof and (ii) furnish promptly to Parent and the Parent Representatives such information concerning the business, properties, contracts, records and personnel of the Company and its subsidiaries (including, without limitation, loan financial, operating and credit filesother data and information) as may be reasonably requested, tax returns from time to time, by Parent. (b) Parent shall, and work papers of independent auditors)shall cause its subsidiaries to (i) afford to the Company and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the " Company Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the officers, employees, accountants, agents, properties, personnel offices and other facilities of Parent 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 and its subsidiaries (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by the Company. (c) Notwithstanding the foregoing provisions of this Section 5.04, neither party shall be required to grant access or furnish information as to the other party to the extent that such party may reasonably request; provided, however, that no access or the furnishing of such information is prohibited by law. No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are herein contained and each such representation and warranty shall survive such investigation. (d) The information received pursuant to this Section 5.3 5.04(a) and (b) shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 be "Confidential Information" for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions purposes of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3.Agreement. 38 44 ARTICLE VI

Access and Information. Upon reasonable noticeFrom the date hereof until the Closing, each of CardCash, on one hand, and RDE and Merger Sub, on the Company and Parent other hand, shall (a) give, and shall cause direct its subsidiaries to) afford or their Representatives to give, the other party Party and its representatives (includingor their Representatives, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) at reasonable times during normal business hours throughout hours, upon reasonable intervals and notice, and under the period prior supervision of the providing Party’s personnel, reasonable access to the Effective Time all offices and other facilities and to the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors)all employees, properties, personnel 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 such Party or its Subsidiaries, as the other information as such party Party or its Representatives may reasonably requestrequest regarding such Party, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including 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 (b) reasonably cooperate with, and instruct the Representatives of such Party to reasonably cooperate with, the other Party and its Representatives in their investigation; provided, however, that no investigation pursuant each Party and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the other Party or any of its Subsidiaries. Notwithstanding anything to the contrary in this Section 5.3 Agreement, neither Party shall affect or be deemed required to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use disclose any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of other Party if such disclosure would, in the disclosing Party’s sole discretion: (i) cause significant competitive harm to the disclosing Party and its business if the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, Agreement are not consummated; (ii) becomes available to the Company jeopardize any attorney-client or Parent, as the case may be, other privilege; or an affiliate of the Company or Parent from other sources not known by such party to be bound by a confidentiality agreement, (iii) is disclosed with contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written approval consent of the Company or ParentCardCash, as the case which may bebe withheld for any reason, RDE and Merger Sub shall not contact any suppliers to, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummatedcustomers of, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3CardCash.

Access and Information. Upon (a) Buyers and Seller shall each afford to the other, and to the other's accountants, counsel and other represen- tatives, reasonable noticeaccess during normal business hours, during the period prior to the Effective Time, to all their respective properties, books, contracts, commitments and records and, during such period, each shall furnish promptly to the other (i) a copy of each report, schedule and other document filed or received by it during such period pursuant to the Company requirements of federal and Parent shall state securities laws and (ii) all other information concerning its business, properties and personnel as the other may reasonably request. Except as required by law, each party shall, and shall cause its subsidiaries advisors and representatives to, (A) afford hold confidential all information obtained in connection with any transaction contemplated hereby with respect to the other party and its representatives Subsidiaries (including information derived from such information) which is not otherwise public knowledge other than by violation of this provision, (B) in the event of a termination of this Agreement, return all documents (including copies or extracts thereof) obtained hereunder from the other party or any of its Subsidiaries to it and (C) cause all of such party's confidential information obtained or derived in connection with this Agreement or in connection with the negotiation of this Agreement to be treated as confidential and not use, or knowingly permit others to use, any such information for any purpose other than in connection herewith. (b) Buyers shall promptly following the date of this Agreement, commence its review of Seller and the Seller Subsidiaries and their respective operations, business affairs, prospects and financial condition, including, without limitation, directors, officers and employees those matters which are the subject of the Seller's representations and warranties (the "Due Diligence Review"). Buyers shall conclude such review by no later than twenty (20) business days after the date of this Agreement (the "Due Diligence Review Period"), but the pendency of such Due Diligence Review shall not delay Mercantile's obligation pursuant to Section 5.02 of this Agreement to file a Registration Statement with the SEC and all other party necessary applications and its affiliatesfilings with the appropriate Regulatory Authorities. Buyers shall advise Seller of any situation, and counselevent, accountants and circumstance or other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior matter which first comes to the Effective Time to attention of Buyers during the books, records (including, without limitation, loan and credit files, tax returns and work papers Due Diligence Review which could potentially result in the termination of independent auditors), properties, personnel and to such other information as such party may reasonably request; provided, however, that no investigation this Agreement by Buyer pursuant to this Section 5.3 shall affect or be deemed to modify 7.01(d) hereof, or, if applicable, notify Seller as promptly as possible of the absence of any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated perceived impediment to the consummation of the transactions contemplated by this PlanMerger. Subject Notwithstanding anything hereinabove contained or implied to the requirements of lawcontrary, the Company Due Diligence Review shall not limit, restrict or preclude Buyers, at any time or from time to time thereafter, from conducting further such reviews or from exercising any rights available to it hereunder as a result of the existence or occurrence prior to the Due Diligence Period of any event or condition which was not detected in the Due Diligence Review by Buyers and Parent will keep confidentialwhich constitutes a breach of any representation, and will cause its representatives warranty or agreement of Seller under this Agreement, provided that no event or condition known to keep confidentialBuyers or information delivered by Seller to Buyers as a result of, all information and documents obtained or in connection with, the Due Diligence Review may be the basis for asserting the breach of any representation, warranty, or covenant after the time that Mercantile may terminate the Agreement pursuant to this Section 5.3 unless such information (i) was already known to the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.37.01(d).

Access and Information. Upon reasonable notice, each of the Company ---------------------- Heritage and Parent SouthBanc shall (and shall cause its subsidiaries their respective Subsidiaries to) afford to the other party and its their respective representatives (including, without limitation, directors, officers and employees of the other such party and its affiliates, affiliates and counsel, accountants and other advisors professionals retained by the other party and its affiliatessuch party) such reasonable 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such either party may reasonably requestrequest and during such period, each of Heritage and SouthBanc shall, and shall cause their respective Subsidiaries to, make available to the other party a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws; provided, however, that no investigation pursuant to this Section 5.3 4.2 shall affect or be deemed to modify any representation or warranty made herein. The Company SouthBanc and Parent Heritage will not, and each will use their best efforts to cause its their respective representatives not to, use any information obtained pursuant to this Section 5.3 4.2 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement. Subject to the requirements of applicable law, the Company each of SouthBanc and Parent Heritage will keep confidential, and will use their best efforts to cause its their respective representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.2 unless such information (i) was already known to the Company or Parent, as the case may be, such party or an affiliate of the Company such party, other than pursuant to a confidentiality agreement or Parentother confidential relationship, (ii) becomes available to the Company or Parent, as the case may be, such party or an affiliate of the Company or Parent such party from other sources not known by such party to be bound by a confidentiality agreementagreement or other obligation of secrecy, (iii) is 45 disclosed with the prior written approval of the Company or Parent, as the case may be, other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto (or an affiliate of any party hereto) to be returned to the party which that furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3.

Access and Information. (a) Upon reasonable notice, each of the Company Xxxxxxx and Parent FNBO shall (afford each of FSFG and shall cause its subsidiaries to) afford to the other party First Savings and its representatives (including, without limitation, directors, officers and employees of the other party each of FSFG and First Savings and its affiliates, affiliates and counsel, accountants and other advisors professionals retained by the other party and its affiliatesFSFG or First Savings) such reasonable access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to before the Bank Merger Effective Time to the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to each of Xxxxxxx and FNBO as such party each of FSFG and First Savings 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 hereinby Xxxxxxx and FNBO in this Agreement. (b) From the date hereof until the Bank Merger Effective Time, each of Xxxxxxx and FNBO shall promptly provide to each of FSFG and First Savings with (i) a copy of each report filed with federal or state banking regulators, (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 each of FSFG and First Savings may reasonably request. Notwithstanding the foregoing, neither Xxxxxxx nor FNBO 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 Company parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of FSFG and Parent will First Savings shall not, and each will shall 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 PlanAgreement. Subject to the requirements of applicable law, the Company each of FSFG and Parent First Savings 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 the Company FSFG or Parent, as the case may be, First Savings or an affiliate of the Company FSFG or ParentFirst Savings, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to the Company FSFG or Parent, as the case may be, First Savings or an affiliate of the Company FSFG or Parent First Savings from other sources not known by such party to be bound by a confidentiality agreementagreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the Company Xxxxxxx or Parent, as the case may be, FNBO or (iv) is or becomes readily ascertainable from published information or trade sources. In . (d) Each of Xxxxxxx and FNBO shall give notice to a designee of FSFG and First Savings and shall invite such person to attend all regular and special meetings of the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause board of directors of FNBO and all copies of documents or extracts thereof containing information regular and data as to another party hereto (or an affiliate special meetings of any party hereto) to be returned senior management committee (including but not limited to the party executive committee, audit committee, investment committee, and loan committee) of FNBO. Such designees shall have no right to vote and shall not attend sessions of board of directors and committees during which furnished there is being discussed (i) matters involving this Agreement (including any Acquisition Proposal), (ii) information or material that FNBO is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of FNBO, or (iii) pending or threatened litigation or investigations if, in the same. The provisions reasonable opinion of counsel to FNBO, the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the extent such terms are not inconsistent with this Section 5.3matters being discussed.

Access and Information. Upon (a) From the date hereof, Newco shall be entitled to make or cause to be made such reasonable notice, each investigation of the Company and Parent its Subsidiaries, and the financial and legal condition thereof, as Newco deems reasonably necessary or advisable, and the Company shall (cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company will, and will cause each of its Subsidiaries to provide Newco and its financing sources and their respective agents and representatives or cause them to be provided with full access to any and all of its management personnel, representatives, premises, properties, contracts, commitments, books, records and other information of the Company and the Subsidiaries upon reasonable notice during regular business hours and shall cause its subsidiaries to) afford furnish such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the Company, the Subsidiaries and their respective businesses as Newco, its financing sources and their respective agents and representatives shall reasonably request from time to time, including all information necessary to satisfy closing conditions for obtaining financing for the transactions contemplated hereby. No investigation by Newco heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company and the Sellers, which shall survive any such investigation, or the conditions to the obligation of Newco to consummate the transactions contemplated hereby. Newco agrees to conduct any such inquiries with reasonable discretion and sensitivity to the Company's relationships with its employees, customers and suppliers. (b) All information disclosed in writing, whether before or after the date hereof, pursuant to this Agreement or in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to any other party (or its representatives) shall be kept confidential by such other party and its representatives (includingin accordance with the confidentiality agreement dated September 5, without limitation, directors, officers 1996 by and employees of between the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party 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 herein. The Company and Parent will notAffiliates of Newco (the "CONFIDENTIALITY AGREEMENT") and shall not be used by any Person, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of other than in connection with the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3Agreement.

Access and Information. Upon reasonable noticeDuring the period commencing on the date of this Agreement and continuing until the earlier of (a) the termination of this Agreement in accordance with ARTICLE XII and (b) the Closing (the “Interim Period”), each of subject to Section 10.12, the Shareholders and the Target Company and Parent shall (give, and shall cause each of its subsidiaries to) afford Subsidiaries and their respective Representatives to the other party give, VIH and its representatives (includingRepresentatives, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) at reasonable times during normal business hours throughout the period prior and upon reasonable advance notice, reasonable access to the Effective Time all offices and other facilities and to the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors)all employees, properties, personnel Contracts, Books and Records, financial and operating data and other information, of or pertaining to any of the Group Companies, that, as applicable, are in the current possession of any such other information Person, as such party VIH and its Representatives may reasonably requestrequest regarding the Group Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of the Group Companies to reasonably cooperate with VIH and its Representatives in their investigation reasonably in connection with the transactions contemplated hereby; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will notVIH, and each will cause its representatives Representatives shall conduct any such activities in such a manner as not toto unreasonably interfere with the business or operations of the Group Companies, including unreasonably invasive or intrusive investigations, without the prior written consent of the Group Companies and shall conduct such activities remotely to the extent reasonably requested by the Group Companies in connection with mandatory measures enacted by any Governmental Authority in response to the COVID-19 pandemic. Notwithstanding anything to the contrary in this Agreement, none of the Group Companies shall be required to disclose any information to VIH to the extent such disclosure would, in their reasonable determination: (w) result in a loss of any attorney-client or other similar legal privilege; (x) contravene any applicable Law; (y) contravene the confidentiality restrictions in any Contract to which the disclosing Person is a party; provided, that the Group Companies shall use good faith efforts to provide access that complies with such confidentiality restriction or (z) violate applicable Laws (including Antitrust Laws). Nothing herein shall require the Target Company to disclose or provide access to any information which primarily relates to the negotiation of this Agreement or the transactions contemplated hereby. All information obtained pursuant to this Section 5.3 for any purpose unrelated 10.01 shall be subject to the consummation of Confidentiality Agreement. Nothing herein shall require the transactions contemplated by this Plan. Subject Group Companies to disclose or provide access to any information which primarily relates to the requirements negotiation of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated Agreement or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3hereby.

Access and Information. Upon reasonable notice, (a) The parties shall each of the Company and Parent shall (and shall cause its subsidiaries to) afford to the other party and its representatives (includingto the other's financial advisors, without limitationlegal counsel, directorsaccountants, officers and employees of the other party and its affiliatesconsultants, financing sources, and counsel, accountants and other advisors retained by the other party and its affiliates) such authorized representatives 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 all of its books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors)records, properties, contracts, leases, plants and personnel and, during such period, each shall furnish promptly to the other (a) a copy of each report, schedule and other document filed or received by it pursuant to such the requirements of federal or state securities laws and (b) all other information as such other party reasonably may reasonably request; providedrequest ("INFORMATION"), however, provided that no investigation pursuant to this Section 5.3 7.1 shall affect any representations or be deemed warranties made herein or the conditions to modify any representation or warranty made hereinthe obligations of the respective parties to consummate the Merger. The letter agreement regarding confidentiality dated October 4, 2000 between Parent and Company (the "COMPANY CONFIDENTIALITY AGREEMENT") shall survive the execution and delivery of this Agreement except that Parent will notand Company hereby agree that Paragraph 4 of the Company Confidentiality Agreement is hereby terminated and of no further force or effect. (b) Company agrees, and each will agrees to cause its representatives not toSubsidiaries and the Company Representatives (as defined below), use (i) to keep confidential any information obtained Information provided by Parent or any of its Subsidiaries to Company, its Subsidiaries or the Company Representatives pursuant to this Section 5.3 7.1(a), (ii) to utilize such Information solely for any purpose unrelated purposes reasonably related to facilitating the consummation of the Merger and the other transactions contemplated by this Plan. Subject to the requirements of law, the Company Agreement and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent from other sources not known by such party to be bound by a confidentiality agreement, (iii) is disclosed with the prior written approval not to disclose any of such Information to any Persons other than the Company Representatives; provided, however, that the foregoing restrictions shall not apply to any of such Information that (x) is already in the possession of Company, other than through the confidential disclosure of such Information to any of Company, its Subsidiaries or Parentthe Company Representatives, as the case may be, or (ivy) is or becomes readily ascertainable from published information or trade sources. In available in the event that this Plan is terminated public domain, other than as the result of an unauthorized disclosure by any of Company, its Subsidiaries or the transactions contemplated Company Representatives or (z) is acquired from any Person that, to the knowledge of Company, is not subject to a confidentiality agreement with Parent. Notwithstanding the foregoing, the disclosure of any such Information by this Plan shall otherwise fail Company will not be deemed to be consummateda breach of this Section 7.1(b) if such disclosure is made with the consent of Parent or pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial or administrative or legislative body or committee or by the New York Stock Exchange; provided, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate however, that upon receipt by Company of any party hereto) to subpoena or order covering any of such Information, Company will promptly notify Parent of such subpoena or order. Company agrees that it shall be returned to the party which furnished the same. The provisions liable for breaches of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.37.1(b) by the Company Representatives.

Access and Information. Upon (a) Subject to applicable laws and regulations, upon reasonable noticenotice during the period from the date hereof through the Effective Time, each of the Company will give to Parent and Buyer and Parent and Buyer's Representatives full access during normal business hours to all of its and its subsidiaries' properties, books, records, documents (including, without limitation, Tax Returns for all periods open under the applicable statute of limitations), personnel, auditors and counsel, and each party shall (and shall cause its subsidiaries to) afford furnish promptly to the other party all information concerning such party and its representatives subsidiaries as such other party or such other party's Representatives may reasonably request. Subject to applicable laws and regulations, upon reasonable notice during the period from the date hereof through the Effective Time, Parent and Buyer will provide to Company and Company's Representatives such information as Company may reasonably request to determine the accuracy of Parent's and Buyer's representations and warranties in this Agreement and compliance by Parent and Buyer with their covenants in this Agreement. (includingb) All non-public information disclosed by any party (or its Representatives) whether before or after the date hereof, without limitationin connection with the transactions contemplated by, directorsor the discussions and negotiations preceding, officers and employees of the this Agreement to any other party (or its Representatives) shall be kept confidential by such other party and its affiliates, Representatives and counsel, accountants and shall not be used by any such Persons other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information than as such party 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 herein. The Company and Parent will not, and each 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 PlanAgreement. Subject to the requirements of lawapplicable Law, the Parent, Buyer and Company and Parent will keep confidential, and each will cause its representatives their respective Representatives to keep confidential, all such non-public information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to the Company Parent, Buyer or ParentCompany, as the case may be, or an affiliate as long as such information was not obtained in violation of the Company or Parent, a confidentiality obligation (ii) becomes available to the Company Parent, Buyer or ParentCompany, as the case may be, or an affiliate of the Company or Parent from other sources not known by such party Parent, Buyer or Company, respectively, to be bound by a confidentiality agreementobligation, (iii) is independently acquired by Parent, Buyer or Company, as the case may be, as a result of work carried out by any Representative of Parent, Buyer or Company, respectively, to whom no disclosure of such information has been made, (iv) is disclosed with the prior written approval of the Company or Parent, Buyer, as the case may be, or (ivv) is or becomes readily ascertainable from published information or trade sourcespublicly available information. In the event that Upon any termination of this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummatedAgreement, each party shall promptly cause all copies of documents hereto will collect and deliver to the other, or extracts thereof containing information and data certify as to another the destruction of, all documents obtained by it or any of its Representatives then in their possession and any copies thereof. (c) Subject to applicable Law, if between the date hereof and the Effective Date any Governmental Entity shall commence any examination, review, investigation, action, suit or proceeding against any party hereto (or an affiliate of any party hereto) to be returned with respect to the Merger, such party which furnished shall (i) give the same. The provisions of other parties prompt notice thereof, (ii) keep the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive other parties informed as to the extent status thereof and (iii) permit the other parties to observe and be present at each meeting, conference or other proceeding and have access to and be consulted in connection with any document filed or provided to such terms are not inconsistent Governmental Entity in connection with this Section 5.3such examination, review, investigation, action, suit or proceeding.

Access and Information. (a) Upon reasonable notice, each of the Company and the Parent shall (and shall cause its subsidiaries respective Subsidiaries to) afford to the each other party and its their respective representatives (including, without limitation, directors, officers and employees of the other such party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliatesprofessionals retained) such reasonable 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such either party may reasonably request; providedPROVIDED, however, that no investigation pursuant to this Section 5.3 4.04 shall affect or be deemed to modify any representation or warranty made herein. The Parent, the Association and the Company and Parent will not, and each will cause its respective representatives not to, use any information obtained pursuant to this Section 5.3 4.04 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement. Subject to the requirements of law, each of the Parent, the Association and the Company and Parent will keep confidential, and will cause its respective representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.04 unless such information (i) was already known to the Company or Parent, as the case may be, such party or an affiliate of the Company such party, other than pursuant to a confidentiality agreement or Parentother confidential relationship, (ii) becomes available to the Company or Parent, as the case may be, such party or an affiliate of the Company or Parent such party from other sources not known by such party to be bound by a confidentiality obligation or agreement, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions . (b) During the period of time beginning on the Confidentiality Agreements dated April 5day application materials are initially filed with the OTS and continuing to the Effective Time, 1999 including weekends and December 23holidays, 1998 the Company shall survive provide the Association and its authorized agents and representatives full access to the Company's offices for the purpose of installing necessary wiring and equipment to be utilized by the Association after the Effective Time; PROVIDED, that: (i) reasonable advance notice of each entry shall be given to the Company,and the Company approves of each entry, which approval shall not be unreasonably withheld; (ii) the Company shall have the right to have its employees or contractors present to inspect the work being done; (iii) to the extent practicable, such terms are work shall be done in a manner that will not inconsistent interfere with the Company's business conducted at the Branch; (iv) all such work shall be done in compliance with all applicable laws and government regulation, and the Association shall be responsible for the procurement, at the Association's expense, of all required governmental or administrative permits and approvals; (v) the Association shall maintain appropriate insurance satisfactory to the Company in connection with any work done by the Association's agents and representatives pursuant to this Section 4.13; (vi) the Association shall reimburse the Company for any material out-of- pocket costs or expenses incurred by the Company in connection with this Section 5.3undertaking; and (vii) in the event this Agreement is Terminated in accordance with Article VI hereof, the Association, within a reasonable time period and at its sole cost and expense, will restore such offices to their condition prior to the commencement of any such installation.

Access and Information. Upon reasonable notice, each of the Company and Parent shall (and shall cause its subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party 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 herein. The Company and Parent will not, and each 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 Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the 38 44 case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3.

Access and Information. Upon reasonable notice, each of the Company and Parent party hereto shall (and shall cause its subsidiaries Subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other such party and its affiliates, and counsel, accountants and other advisors retained by the other such party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such the requesting party may reasonably request; provided, however, that no investigation pursuant to this Section 5.3 4.4 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent Each party agrees that it will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.4 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.4 unless such information (i) was already known to the Company or Parent, as the case may be, such party or an affiliate of such party prior to the date of the confidentiality agreement (the "Confidentiality Agreement") between the Company or Parentand Monarch in effect prior to the date hereof, (ii) becomes available to the Company or Parent, as the case may be, such party or an affiliate of the Company or Parent such party 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 Parent, as the case may be, relevant party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions Except as otherwise specifically provided herein, the terms of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 Agreement shall survive to the extent such terms are not inconsistent with this Section 5.3remain in full force effect.

Access and Information. Upon reasonable notice, each (a) Each of the Company Meer and Parent shall (and shall cause its subsidiaries officers, directors, employees, auditors and agents to) afford to the other party and its representatives (includingto the other's officers, without limitationemployees, directorsfinancial advisors, officers and employees of the other party and its affiliates, and legal counsel, accountants accountants, consultants and other advisors retained by the other party and its affiliates) such representatives reasonable 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, all of its books and records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), its properties, plants and personnel and, during such period, each shall furnish promptly to the other a copy of each report, schedule and other document filed or received by it pursuant to such other information as such party may reasonably request; providedthe requirements of federal securities laws, however, provided that no investigation pursuant to this Section 5.3 6.1 shall affect any representations or be deemed to modify any representation warranties made herein or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated the conditions to the consummation obligations of the respective parties to consummate the Merger. (b) Parent shall retain an environmental consultant reasonably acceptable to Meer to undertake a Phase I environmental assessment of each real property owned or leased by Meer and used for the Business in accordance with a Phase I scope of work generally followed by nationally recognized environmental consulting firms and the protocol established by the American Society for Testing and Materials, "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process", E-1527-97. Meer shall provide all necessary or appropriate access to said real properties for the conduct of the Phase I environmental assessment and shall provide to Parent or the environmental consultant any and all information concerning the environmental condition of the real properties in their custody, possession or control, including, all reports, data, assessments, investigations, tests. (c) Unless otherwise required by law, each party agrees that it and its directors, officers, employees, partners, Affiliates, financing sources, agents, advisors or representatives (collectively, "Representatives") shall hold in confidence all non-public information so acquired or otherwise disclosed to him, her or it in connection with this Agreement or the transactions contemplated by hereby and make no use of such confidential information except in connection with this Plan. Subject Agreement; provided, however, that neither Meer or the Stockholders (the "Meer Parties"), on the one hand, nor Parent nor Sub (the "Parent Parties"), on the other hand, shall be required to maintain the requirements confidentiality of law, the Company and Parent will keep confidential, and will cause its representatives to keep confidential, all any confidential information and documents obtained pursuant to this Section 5.3 unless such information that (i) was already known becomes generally available to the Company public other than as a result of a disclosure by the Meer Parties or ParentParent Parties, as the case may be, or an affiliate of the Company or Parenttheir respective Representatives, (ii) becomes were available to the Company Meer Parties or ParentParent Parties, as the case may be, on a non-confidential basis prior to the disclosure of such information pursuant to this Agreement, provided that the source of such information was not known by the Meer Parties or Parent Parties, as the case may be, or an affiliate of the Company or Parent from other sources not known by such party their Representatives to be bound by a confidentiality agreementagreement with, (iii) is disclosed with the prior written approval or other contractual, legal or fiduciary obligation of confidentiality to, any of the Company Meer Parties or ParentParent Parties, as the case may be, or any of their affiliates, with respect to such material, or (iviii) is becomes available to the Meer Parties or becomes readily ascertainable Parent Parties, as the case may be, on a non-confidential basis from published a source other than the Meer Parties or Parent Parties, as the case may be, or their Representatives, provided that the source of such information was not known by any of the Meer Parties or trade sources. In Parent Parties, as the event that this Plan is terminated case may be, or the transactions contemplated by this Plan shall otherwise fail their Representatives, to be consummatedbound by a confidentiality agreement with, each party shall promptly cause all copies or other contractual, legal or fiduciary obligation of documents confidentiality to, the Meer Parties or extracts thereof containing information and data Parent parties, as to another party hereto (the case may be, or an affiliate any of any party hereto) to be returned their affiliates. Notwithstanding anything in the foregoing to the contrary, a party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 may disclose confidential information if and December 23, 1998 shall survive to the extent that such terms are party has been advised by counsel that such disclosure is required under applicable Laws and, prior to such disclosure, if practical, such party, to the extent not inconsistent otherwise prohibited from doing so under applicable Laws, promptly advise and consult with this Section 5.3Meer or Parent, as applicable, concerning the information proposed to be so disclosed.

Access and Information. Upon reasonable notice, each of the The Company and Parent its subsidiaries shall (and shall cause its subsidiaries toa) afford to the other party Parent and its representatives (includingaccountants, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants counsel and other advisors retained by the other party and its affiliates) such representatives full access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to the all of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, loan the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and credit files, tax returns the Company; and work papers of independent auditors), properties, personnel and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such other information as matters, in each case to the extent such party may reasonably requestIndemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that no investigation pursuant in the event any claim or claims are asserted or made within such six-year period, all rights to this indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 5.3 8.2(a) shall affect or provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be deemed to modify any representation or warranty made herein. The Company and Parent will notsought, and each will cause the Indemnified Party shall permit the Parent (at its representatives not toexpense) to assume the defense of any claim or any litigation resulting therefrom; provided, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of lawhowever, the Company and Parent 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 that (i) was already known counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Company or ParentIndemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, as the case may be, or an affiliate of the Company or Parent, and (ii) becomes available the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the Company or extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as the case may be, or an affiliate a result of the Company or Parent from other sources not known by such party failure to be bound by a confidentiality agreement, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sourcesgive notice. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate Parent does not accept the defense of any party hereto) matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the -28- 33 Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be returned to liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the party which furnished Parent shall not be responsible for the samefees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The provisions Parent shall not, in the defense of any such claim or litigation, except with the consent of the Confidentiality Agreements dated April 5Indemnified Party, 1999 and December 23, 1998 shall survive consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the extent Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such terms are not inconsistent Indemnified Party of a release from all liability with this Section 5.3respect to such claim or litigation.

Access and Information. Upon reasonable notice, each of the Company and Parent the Acquiror shall (and shall cause each of its subsidiaries to) afford to the other party and its their representatives (including, without limitation, directors, officers and employees of the other party hereto and its affiliates, affiliates and counsel, accountants and other advisors professionals retained by the other party and its affiliatesit) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may the Acquiror or the Company reasonably requestrequests; provided, however, that no investigation neither the Company nor the Acquiror shall be required to provide access to any such information if the providing of such access (i) would violate a binding contractual obligation, (ii) would, as advised by outside counsel, be reasonably likely to result in the loss or impairment of any privilege with respect to such information or (iii) would be precluded by any law, ordinance, regulation, judgment, order, decree, license or permit of any governmental entity. Any access granted to the Company and the Acquiror pursuant to this Section 5.3 5.4 shall affect or be deemed to modify not in any way limit any representation or warranty made hereinset forth in this Agreement. The rights and obligations of each of the Acquiror and the Company pursuant to the Confidentiality Letter Agreement, dated October 22, 1998 ("Confidentiality Agreement"), between the Acquiror and Parent will notthe Company, shall survive the execution and delivery of this Agreement, and each will cause its representatives not toall information heretofore and hereafter obtained by the Acquiror, use the Company or any information obtained of their advisors pursuant to this Section 5.3 for any purpose unrelated 5.5 or otherwise shall be deemed to be covered by the Confidentiality Agreement (subject to the consummation exceptions provided for therein), and in the case of the transactions contemplated by this Plan. Subject Acquiror, shall remain subject to the requirements provisions of lawsuch Confidentiality Agreement until the Effective Time and, the Company and Parent 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 the Company or Parent, as in the case may be, or an affiliate of the Company or Parent, (ii) becomes available shall remain subject to the Company or Parent, as the case may be, or an affiliate provisions of the Company or Parent from other sources not known by such party to be bound by a confidentiality agreement, (iii) is disclosed Confidentiality Agreement in accordance with the prior written approval of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3thereof.

Access and Information. (a) Upon reasonable notice, each ---------------------- the Company and its Subsidiaries shall afford to Buyer and to Buyer's affiliates, accountants, lenders, counsel and other representatives full access, during normal business hours (and at such other times as the parties may mutually agree) and in a manner so as not to materially interfere with the normal business operations of the Company and Parent shall (and shall cause its subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours Subsidiaries throughout the period prior to the Effective Time Closing, to all of their properties (which shall include the right to conduct an environmental assessment thereof), books, contracts, commitments, records and personnel. During such period, the Company shall furnish promptly to Buyer (i) a copy of each report, schedule and other document filed or received by it pursuant to the booksrequirements of federal or state securities laws, records and (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such ii) all other information concerning its business, properties and personnel as such party Buyer may reasonably request; provided. During the period prior to the Closing, howeverthe Company shall use reasonable efforts to make its accountants, that no investigation counsel, lenders and other representatives available to Buyer and to Buyer's affiliates, accountants, lenders, counsel and other representatives at reasonable times. (b) Information obtained by the Buyer and the Company hereto pursuant to this Section 5.3 8.1 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated subject to the consummation provisions of the transactions contemplated by this Plan. Subject to the requirements of law, confidentiality agreement between Buyer and the Company dated July 16, 1997 (the "Confidentiality Agreement"), which Confidentiality Agreement remains in full force and Parent effect. If this Agreement is terminated, each party 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 deliver to the Company other all documents, work papers and other material (including copies) obtained by such party or Parenton its behalf from the other party as a result of this Agreement or in connection herewith, as the case may be, or an affiliate of the Company or Parent, and (ii) becomes available to the Company or Parent, as the case may be, or an affiliate destroy all working papers reflecting any of the Company confidential information contained in such documents, work papers and other material. In addition, if this Agreement is terminated neither party shall disclose, except as required by Law, the basis or Parent from other sources not known by reason for such party to be bound by a confidentiality agreementtermination, (iii) is disclosed with without the prior written approval consent of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3other party.

Access and Information. Upon (a) Between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, upon reasonable prior notice, each of the Company and Parent shall (will give, and shall cause direct its subsidiaries to) afford to the other party and its subsidiaries’ officers, employees, agents, consultants, investment bankers, auditors, accountants, legal counsel and other representatives to give, Purchaser and its authorized representatives (including, without limitation, directorsits financial advisors, officers accountants, environmental consultants, and employees legal counsel) (collectively, “Representatives”), at all reasonable times, access as reasonably requested to all personnel, offices, properties and other facilities, and to all data, information, documents, contracts, agreements, commitments, books and records (including work papers) of or pertaining to the Company and any of its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and, without limiting the foregoing, will furnish Purchaser, as soon as reasonably practicable, with (i) monthly unaudited consolidated statements of operations of the other party Company and its affiliatessubsidiaries as of each month then ended and related balance sheet, in the Company’s standard format, excluding footnotes thereto (other than footnotes that address the areas addressed in footnotes 5, 7, 8 and 11 to the financial statements contained in the Company’s Form 10-Q filed for the period ended September 30, 2009, which footnotes may be in summary form), (ii) any monthly Hotelligence or STR reports received by the Company or any of its subsidiaries and (iii) such other financial and operating data and other information with respect to the business and properties of the Company and any of its subsidiaries as Purchaser may from time to time reasonably request. No such access, inspections or furnishing of information shall have any effect on Purchaser or Merger Sub’s ability to assert that conditions to Closing or to the consummation of the Merger have not been satisfied. Other than as set forth on Section 4.3(a) of the Company Disclosure Schedule, notwithstanding the foregoing, none of Purchaser, Merger Sub or any of their counsel, environmental consultants, investment bankers, financial sources, lenders or other representatives will, prior to Closing Date, conduct any on-site environmental site activities of any type, including the conduct of Phase I or Phase II environmental site assessments, monitoring or invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment, pertaining to Environmental Laws or Hazardous Materials and relating to the Company Real Property, or contact any relevant environmental agency. Without the prior consent of the Company’s Chief Executive Officer or Chief Financial Officer (not to be unreasonably withheld, conditioned or delayed), none of Purchaser, Merger Sub or any of their respective Representatives will contact any employee of the Company or its subsidiaries. (b) Between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, subject to any limitations set forth in Section 4.3(a), the Company shall provide such information as is reasonably requested by Purchaser, and counselshall reasonably cooperate with Purchaser, accountants to enable Purchaser to determine the current and other advisors retained by accumulated earnings and profits of the other party Company and each of its affiliatessubsidiaries for federal income tax purposes. (c) such access The Company shall in good faith cooperate with Purchaser (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 booksby attending meetings, records (includingproviding information, without limitation, loan making personnel available and credit files, tax returns and work papers of independent auditors), properties, personnel and to taking such other information commercially reasonable actions as Purchaser may request) in connection with obtaining such party assignments, consents to change of control, licenses, franchises, or terminations from the Franchisors as Purchaser may reasonably request; provided, however, that no investigation request in connection with Purchaser’s actions contemplated by Section 5.7. (d) All information obtained by Purchaser or its Representatives pursuant to this Section 5.3 4.3 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to kept confidential in accordance with the consummation terms of the transactions contemplated by this Plan. Subject to the requirements letter agreement dated as of lawJuly 31, 2009 (as amended) between the Company and Parent 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 Purchaser (i) was already known to the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the “Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3Agreement”).

Access and Information. (a) Upon reasonable notice, each the Company and its Subsidiaries shall afford to Buyer and to Buyer's affiliates, accountants, lenders, counsel and other representatives full access, during normal business hours (and at such other times as the parties may mutually agree) and in a manner so as not to materially interfere with the normal business operations of the Company and Parent shall (and shall cause its subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours Subsidiaries throughout the period prior to the Effective Time Closing, to all of their properties (which shall include the right to conduct an environmental assessment thereof), books, contracts, commitments, records and personnel. During such period, the Company shall furnish promptly to Buyer (i) a copy of each report, schedule and other document filed or received by it pursuant to the booksrequirements of federal or state securities laws, records and (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such ii) all other information concerning its business, properties and personnel as such party Buyer may reasonably request; provided. During the period prior to the Closing, howeverthe Company shall use reasonable efforts to make its accountants, that no investigation counsel, lenders and other representatives available to Buyer and to Buyer's affiliates, accountants, lenders, counsel and other representatives at reasonable times. (b) Information obtained by the Buyer and the Company hereto pursuant to this Section 5.3 8.1 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated subject to the consummation provisions of the transactions contemplated by this Plan. Subject to the requirements of law, confidentiality agreement between Buyer and the Company dated July 16, 1997 (the "Confidentiality Agreement"), which Confidentiality Agreement remains in full force and Parent effect. If this Agreement is terminated, each party 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 deliver to the Company other all documents, work papers and other material (including copies) obtained by such party or Parenton its behalf from the other party as a result of this Agreement or in connection herewith, as the case may be, or an affiliate of the Company or Parent, and (ii) becomes available to the Company or Parent, as the case may be, or an affiliate destroy all working papers reflecting any of the Company confidential information contained in such documents, work papers and other material. In addition, if this Agreement is terminated neither party shall disclose, except as required by Law, the basis or Parent from other sources not known by reason for such party to be bound by a confidentiality agreementtermination, (iii) is disclosed with without the prior written approval consent of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3other party.

Access and Information. Upon reasonable notice(a) During the Interim Period, each of the Company and Parent shall (i) give Parent and shall cause its subsidiaries to) afford Representatives reasonable access to the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors)offices, properties, personnel books and records of the Company, upon the reasonable request of Parent, (ii) furnish to Parent and its Representatives such financial and operating data, information related to Company Intellectual Property and other information relating to the Company as such party Persons may reasonably request; provided, however, that no request and (iii) instruct the Company’s Representatives to cooperate with Parent in its investigation of the Company. Any investigation pursuant to this Section 5.3 5.6(a) shall affect or be deemed conducted in such manner as not to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to interfere unreasonably with the consummation conduct of the transactions contemplated by this Plan. Subject to business of the requirements Company. (b) Without limiting the generality of lawthe foregoing, during the Interim Period, the Company shall permit Parent and Parent will keep confidentialits Representatives to contact the Company’s accountants, auditors (including PwC) and employees, and will the Company shall, and shall use its commercially reasonable efforts to cause its representatives to keep confidentialsuch accountants, auditors and employees to, discuss, reasonably cooperate and provide all information material information, documentation, data and documents obtained pursuant to this Section 5.3 unless such information materials (iwhether in electronic form of otherwise) was already known relating to the Company that is in the control or Parent, as the case may be, or an affiliate possession of the Company or Parentits Affiliates or Representatives as Parent may reasonably request, including any information that is reasonably required for the preparation of financial statements of Parent that include financial and operating data relating to the Company; provided that such discussions, cooperation and provision do not interfere unreasonably with the conduct of the business of the Company. (c) Notwithstanding anything herein to the contrary in this Section 5.6, no access or examination contemplated by this Section 5.6 shall be permitted to the extent that it would require the Company or its Subsidiaries to waive the attorney-client privilege or attorney work product privilege, or violate any applicable Law; provided, that the Company (i) shall be entitled to withhold only such information that may not be provided without causing such violation or waiver, (ii) becomes available shall provide to Parent all related information that may be provided without causing such violation or waiver (including, to the Company or Parentextent permitted, as the case may beredacted versions of any such information), or an affiliate of the Company or Parent from other sources not known by such party to be bound by a confidentiality agreement, and (iii) is disclosed with the prior written approval of the Company shall enter into such effective and appropriate joint-defense agreements or Parent, other protective arrangements as the case may be, be reasonably requested by Parent in order that all such information may be provided to Parent without causing such violation or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3waiver.

Access and Information. Upon reasonable notice, each of the Company and Parent shall (Prairie shall, and shall cause its subsidiaries each Prairie Subsidiary to) , afford to the other party Integra and its representatives (including, without limitation, directors, officers and employees of the other party Integra and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliatesprofessionals retained) 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 (including, without limitation, loan and credit files, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as such party Integra may reasonably request; provided, however, that no investigation pursuant Prairie shall not be required to this Section 5.3 shall affect provide access to any such information or properties if the providing of such access (a) would interfere unnecessarily with the normal operations of Prairie and Prairie’s Subsidiaries; (b) would be deemed reasonably likely, upon the advice of counsel, to modify result in the loss or impairment of any representation privilege generally recognized under law with respect to such information or warranty made herein. The Company and Parent will not(c) would be precluded by any lease, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated contract or legally enforceable agreement in existence prior to the consummation date hereof or by any law, ordinance, regulation, judgment, order, decree, license or permit of any Governmental Entity. All information furnished by one party to the other party in connection with this Agreement or the transactions contemplated hereby shall be kept confidential by such other party (and shall be used by it only in connection with this Agreement and the transactions contemplated hereby) except to the extent that such information (i) already is known to such other party when received from a source not known by the receiving party to be under an obligation of confidentiality, (ii) thereafter becomes lawfully obtainable from other sources or (iii) is required to be disclosed in any non-confidential document filed with the Commission, the FRB, the OCC, the Department of Justice, the State Agency or any Governmental Entity. In the event that the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which that furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3same or be destroyed.

Access and Information. Upon reasonable notice, each of (a) Between the date hereof and the Closing Date (i) the Company and Parent shall (will permit, and shall cause its subsidiaries toofficers, directors, key employees and advisors to permit, Buyer and its representatives and agents reasonable access to the Company's books and records, facilities, key personnel, customers, suppliers, independent accountants and attorneys, as requested by Buyer, and (ii) afford Buyer will accommodate the Company's or the Representative's reasonable requests for information in connection with the Company's and the Representative's due diligence of Buyer. (b) Each of the parties hereto acknowledges that all information, documents, customer lists, patents, trademarks, copyrights, materials, specifications, business strategies, information or any other ideas which directly relate to the business of the other party (collectively, "Confidential Information") shall be the exclusive, confidential property of such other party, except to the extent expressly authorized in writing for dissemination. From the date of this Agreement through and its representatives including the twenty-fourth (including24th) month following the Closing Date, each party shall not disclose any of such Confidential Information of the other party to any third party without limitation, directors, officers and employees the prior written consent of the other party and its affiliatesshall take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. The foregoing restrictions shall not apply to any information which (i) becomes generally available to the public other than as a result of disclosures by the non-disclosing party, and counsel, accountants and other advisors retained (ii) was available to the non-disclosing party on a non-confidential basis prior to disclosure to it by the other party and its affiliatesparty, (iii) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior becomes available to the Effective Time non-disclosing party on a non-confidential basis from any source other than the disclosing party, provided such source is not bound by a confidentiality agreement with one of the parties hereto, or (iv) is required to be disclosed by any Governmental Entity. In addition, the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may reasonably request; provided, however, that no investigation pursuant to obligations set forth in this Section 5.3 8.03(b) shall affect not apply to Buyer or be deemed Newco with respect to modify any representation Confidential Information which is acquired by Buyer or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to Newco as a result of the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3herein.

Access and Information. Upon reasonable noticePrior to the Closing, each the Purchaser has made and shall be entitled to make or cause to be made such investigations of the Company Unit, and Parent shall (the financial and legal condition of the Purchased Assets, as the Purchaser deems necessary or advisable, and the Seller has cooperated and shall cause its subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees cooperate with any such investigations. In furtherance of the other party and its affiliatesforegoing, and counselbut not in limitation thereof, accountants and other advisors retained by the other party and its affiliates) 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 Closing Date the Seller shall permit the Purchaser and its agents and representatives or cause them to be permitted to have full and complete access to the bookspremises, books and records (includingof the Unit upon reasonable notice during regular business hours and shall furnish such existing financial and operating data, without limitationprojections, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party 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 herein. The Company and Parent will notforecasts, and each will cause its representatives other data relating to the Unit as the Purchaser shall reasonably request from time to time relating to the truth of representations or warranties, and/or performance of covenants or conditions provided in this Agreement. Prior to the Closing, the Purchaser shall not to, use any information obtained pursuant to this Section 5.3 7.1 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of lawAgreement and, the Company and Parent if such transactions are not consummated, it will keep confidential, and will cause its representatives to keep confidential, hold all information and documents obtained pursuant to this Section 5.3 7.1 in confidence in accordance with the Non-Disclosure Agreement dated January 9, 1996 between the Seller and Microsemi ("Non-Disclosure Agreement"), assigned to and assumed by the Purchaser prior to the Execution Date, unless and until such time as such information (i) was already known to the Company or Parent, documents otherwise become publicly available or as the case may be, it is advised by counsel that any such information or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent from other sources not known document is required by such party law to be bound by a confidentiality agreement, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sourcesdisclosed. In the event that this Plan Agreement is terminated, the Purchaser will deliver to the Seller all documents so obtained by it and any copies thereof in 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 Seller. Upon the Closing, the Non-Disclosure Agreement shall be terminated automatically pursuant to this Section 7.1. No investigation by the Purchaser or any of its agents or representatives heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Seller, which shall survive any such investigation and the consummation of the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3hereby.

Access and Information. Upon (a) Until the Effective Time and upon reasonable notice, and subject to applicable Laws relating to the exchange of information, the Company shall, and shall cause each Company Subsidiary to, afford to the Acquiror's officers, employees, accountants, legal counsel and other representatives of the Acquiror, access, during normal business hours, to all its properties, books, contracts, commitments and records. Prior to the Effective Time, the Company and Parent shall (and shall cause its subsidiaries each Company Subsidiary to) afford furnish promptly (as soon as available or received by the Company or any Company Subsidiary) to the other party Acquiror (i) a copy of each Company Report filed by it or received by it (to the extent not prohibited by Law and its representatives (including, without limitation, directors, officers if so prohibited the Company shall promptly so notify the Acquiror) after the date of this Agreement and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party 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 herein. The Company and Parent will not, and each 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 Plan. Subject to the requirements of lawfederal or state securities laws, the Company and Parent will keep confidentialBHC Act, 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 the Company or Parent, as the case may beFederal Deposit Insurance Act, or an affiliate of the Company any other federal or Parentstate banking laws or any other applicable Laws promptly after such documents are available, (ii) becomes available 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 the Company or ParentTaxes, and any other documents relating to Taxes as the case Acquiror may bereasonably request, or an affiliate of the Company or Parent from other sources not known by such party to be bound by a confidentiality agreement, and (iii) all other information concerning its business, properties and personnel as the Acquiror may reasonably request, other than in each case reports or documents which the Company is disclosed with not permitted to disclose under applicable Law or binding agreements entered into prior to the prior written approval date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company or Parentpreceding sentence apply. (b) Unless otherwise required by Law, the parties will hold any such information which is nonpublic in confidence until such time as the case may besuch information becomes publicly available through no wrongful act of either party, or (iv) is or becomes readily ascertainable from published information or trade sources. In and in the event that of termination of this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, Agreement for any reason each party shall promptly cause return all nonpublic documents obtained from any other party, and any copies made of such documents, to such other party or destroy such documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3copies.

Access and Information. (a) Upon reasonable notice, each and subject to applicable laws relating to the exchange of the Company and Parent information, Bank shall (and shall cause its subsidiaries to) afford to the other party SBI and its representatives (including, without limitation, directors, officers and employees of the other party SBI and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliatesprofessionals retained) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party SBI may reasonably requestrequest (other than reports or documentation which are not permitted to be disclosed under applicable law); provided, however, that no investigation pursuant to this Section 5.3 4.4 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent SBI will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.4 or Section 3.1 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement and in no event will SBI directly or indirectly use such information for any competitive or commercial purpose. Subject to the requirements of law, the Company and Parent SBI will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.4 and Section 3.1 unless such information (i) was already known to the Company or Parent, as the case may be, SBI or an affiliate of the Company or ParentSBI, (ii) becomes available to the Company or Parent, as the case may be, SBI or an affiliate of the Company or Parent SBI from other sources not known by such party person to be bound by a confidentiality agreement, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, or Bank (iv) is or becomes readily ascertainable from published information or trade sourcessources or (v) was already publicly available. Without in any way limiting the foregoing, Bank shall provide to SBI within forty-five (45) days of the end of each calendar quarter consolidated financial statements (including a balance sheet and income statement) as of the end of, and for, such period that are in conformance with generally accepted accounting principles and the representation set forth in Section 3.1(f). In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to not be consummated, each party shall shall, if so requested, promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3.This

Access and Information. Upon reasonable notice, each of the Company and Parent shall (Allegiant shall, and shall cause its subsidiaries each Allegiant Subsidiary to) , afford to the other party National City and its representatives (including, without limitation, directors, officers and employees of the other party National City and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliatesprofessionals retained) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party National City may reasonably request; provided, however, that no investigation pursuant Allegiant shall not be required to this Section 5.3 shall affect provide access to any such information or properties if the providing of such access (i) would be deemed reasonably likely, in the written opinion of counsel, to modify result in the loss or impairment of any representation privilege generally recognized under law with respect to such information or warranty made herein. The Company and Parent will not(ii) would be precluded by any lease, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated contract or legally enforceable agreement in existence prior to the consummation date hereof or by any law, ordinance, regulation, judgment, order, decree, license or permit of any Governmental Entity. All information furnished by one party to the other party in connection with this Agreement or the transactions contemplated hereby shall be kept confidential by such other party (and shall be used by it only in connection with this Agreement and the transactions contemplated hereby) except to the extent that such information (x) already is known to such other party when received from a source not known by the receiving party to be under an obligation of confidentiality, (y) thereafter becomes lawfully obtainable from other sources or (z) is required to be disclosed in any non-confidential document filed with the Commission, the FRB, the Department of Justice or any other agency or any government. In the event that the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummatedconsummate, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which that furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3same or be destroyed.

Access and Information. Upon reasonable notice, each of the Company and Parent party hereto shall (and shall cause its subsidiaries Subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other such party and its affiliates, and counsel, accountants and other advisors retained by the other such party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such the requesting party may reasonably request; providedPROVIDED, howeverHOWEVER, that no investigation pursuant to this Section 5.3 4.4 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent Each party agrees that it will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.4 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.4 unless such information (i) was already known to the Company or Parent, as the case may be, such party or an affiliate of such party prior to the date of the confidentiality agreement (the "Confidentiality Agreement") between the Company or Parentand Monarch in effect prior to the date hereof, (ii) becomes available to the Company or Parent, as the case may be, such party or an affiliate of the Company or Parent such party 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 Parent, as the case may be, relevant party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions Except as otherwise specifically provided herein, the terms of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 Agreement shall survive to the extent such terms are not inconsistent with this Section 5.3remain in full force effect.

Access and Information. (a) Upon reasonable notice, each of the Company TRFC and Parent RBI shall (and shall cause its subsidiaries their respective Subsidiaries to) afford to the other party and its their respective representatives (including, without limitation, directors, officers and employees of the other such party and its affiliates, affiliates and counsel, accountants and other advisors professionals retained by the other party and its affiliatessuch party) such reasonable 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such either party may reasonably request; providedPROVIDED, howeverHOWEVER, that no investigation pursuant to this Section 5.3 4.3 shall affect or be deemed to modify any representation or warranty made herein. The Company In furtherance, and Parent not in limitation of the foregoing, TRFC shall make available to RBI all information necessary or 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. RBI and TRFC will not, and each will cause its their respective representatives not to, use any information obtained pursuant to this Section 5.3 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement. Subject to the requirements of applicable law, the Company each of RBI and Parent TRFC will keep confidential, and will cause its their respective representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.3 unless such information (i) was already known to the Company or Parent, as the case may be, such party or an affiliate of the Company such party, other than pursuant to a confidentiality agreement or Parentother confidential relationship, (ii) becomes available to the Company or Parent, as the case may be, such party or an affiliate of the Company or Parent such party from other sources not known by such party to be bound by a confidentiality agreementagreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which that furnished the same. The provisions . (b) During the period of time beginning on the Confidentiality Agreements dated April 5day application materials for the Bank Merger are initially filed with the OTS, 1999 the FDIC and December 23the Banking Department and continuing to the Effective Time, 1998 including weekends and holidays, TRFC shall survive cause TRFC Bank to provide RBI, RBI Bank and their authorized agents and representatives full access to TRFC Bank's offices after normal business hours for the purpose of installing necessary wiring and equipment to be utilized by RBI Bank after the Effective Time; PROVIDED, that: (i) reasonable advance notice of each entry shall be given to TRFC Bank and TRFC Bank approves of each entry, which approval shall not be unreasonably withheld; (ii) TRFC Bank shall have the right to have its employees or contractors present to inspect the work being done; (iii) to the extent practicable, such terms are work shall be done in a manner that will not inconsistent interfere with TRFC Bank's business conducted at any affected branch offices; (iv) all such work shall be done in compliance with all applicable laws and government regulations, and RBI Bank shall be responsible for the procurement, at RBI Bank's expense, of all required governmental or administrative permits and approvals; (v) RBI Bank shall maintain appropriate insurance satisfactory to TRFC Bank in connection with any work done by RBI Bank's agents and representatives pursuant to this Section 4.3; (vi) RBI Bank shall reimburse TRFC Bank for any material out-of-pocket costs or expenses incurred by TRFC Bank in connection with this Section 5.3undertaking; and (vii) in the event this Agreement is terminated in accordance with Article VI hereof, RBI Bank, within a reasonable time period and at its sole cost and expense, will restore such offices to their condition prior to the commencement of any such installation.

Access and Information. Upon reasonable notice, and ---------------------- subject to applicable laws relating to the exchange of information, each of the Company and Parent party to this Agreement shall (and shall cause its subsidiaries to) afford to provide the other party and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliatesprofessionals retained) 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 Closing to the facilities, books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such the requesting party may reasonably requestrequest (other than reports or documentation which are not permitted to be disclosed under applicable law); provided, however, that no investigation pursuant to this Section 5.3 4.4 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent Each of the parties will not, and each will cause its their respective representatives not to, use any information obtained pursuant to this Section 5.3 4.4 or Section 3.1 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement and in no event will any party directly or indirectly use such information for any competitive or commercial purpose. Subject to the requirements of law, the Company and Parent each party to this Agreement will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.4 and Section 3.1 unless such information (i) was already is generally available to or known to by the Company public other than as a result of improper disclosure by the receiving party or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent is obtained by a receiving party from a source other sources not known by such than another party to be this Agreement, provided that such source was not bound by a duty of confidentiality agreementwith respect to such information. Without in any way limiting the foregoing, BSC shall provide to SBI within forty-five (iii45) is disclosed with the prior written approval days of the Company or Parentend of each calendar quarter financial statements (including a balance sheet and income statement) (except for the calendar quarter financial statements for the calendar quarter ended December 31, 1999, which shall be provided to SBI within thirty (30) days) as of the end of, and for, such period prepared in each case on a basis consistent with past practice for the quarters ended March 31, 1999, June 30, 1999 (each as restated to conform with GAAP) and September 30, 1999 and December 31, 1999, if applicable, as prepared in conformance with GAAP and the case may berepresentations set forth in Section 3.1(f) for the quarters ended September 30, or (iv) is or becomes readily ascertainable from published information or trade sources1999 and December 31, 1999, if applicable. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to not be consummated, each party shall shall, if so requested, promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3.

Access and Information. Upon (a) Between the date hereof and the Closing Date, (i) Shareholders will cause the Company's officers, directors, key employees and advisors to permit, Buyer and its representatives and agents reasonable noticeaccess to the Company's books and records, each facilities, key personnel, customers, suppliers, independent accountants and attorneys, as requested by Buyer and (ii) Buyer will permit Shareholders and their representatives and agents access to Buyer's books and records, facilities, key personnel, customers, suppliers, independent accountants and attorneys, as requested by Shareholders. (b) Each of the parties hereto acknowledges that all information, documents, customer lists, patents, trademarks, copyrights, materials, specifications, business strategies, information or any other ideas which directly relate to the business of the other party or of the Company (collectively, "Confidential Information") shall be the exclusive, confidential property of such other party or of the Company, except to the extent expressly authorized in writing for dissemination. From the date of this Agreement through and Parent including the twenty-fourth (24th) month following the Closing Date, each party shall (and shall cause its subsidiaries to) afford to not disclose any of such Confidential Information of the other party and its representatives (including, to any third party without limitation, directors, officers and employees the prior written consent of the other party and its affiliatesshall take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. The foregoing restrictions shall not apply to any information which (i) becomes generally available to the public other than as a result of disclosures by the non-disclosing party, and counsel, accountants and other advisors retained (ii) was available to the non-disclosing party on a non-confidential basis prior to disclosure to it by the other party and its affiliatesparty, (iii) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior becomes available to the Effective Time non-disclosing party on a non-confidential basis from any source other than the disclosing party, provided such source is not bound by a confidentiality agreement with one of the parties hereto, or (iv) is required to be disclosed by any Governmental Entity. In addition, the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may reasonably request; provided, however, that no investigation pursuant to obligations set forth in this Section 5.3 8.04(b) shall affect or be deemed not apply to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant Buyer with respect to this Section 5.3 for any purpose unrelated to Confidential Information which is acquired by Buyer as a result of the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3herein.

Access and Information. Upon reasonable notice(a) Subject to the terms of Section 7.4(b), each of the Company and Parent shall (Harleysville Parties shall, and shall cause each of its subsidiaries Subsidiaries to, (i) afford to the other party Nationwide Mutual and its representatives (including, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) such Representatives reasonable access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout for the period commencing on the date of this Agreement and continuing until immediately prior to the Effective Time to all of its and its Subsidiaries’ offices, Assets, books and records, Tax Returns, Contracts, Intellectual Property, and Representatives, and (ii) during such period, each of the booksHarleysville Parties shall, records (includingand shall cause each of its Subsidiaries to, without limitation, loan furnish promptly to Nationwide Mutual all such data and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information concerning its Business, Assets and personnel or those of any of its Affiliates as such party Nationwide Mutual may reasonably request; provided. (b) Unless otherwise agreed in writing by the Parties, howevereach of the Parties agrees (i) except as required by Law, that no to keep all Confidential Information confidential and not to disclose or reveal any Confidential Information to any Person other than those Persons employed by it or on its behalf who are actively and directly participating in the planning, negotiation, and implementation of the Transactions or who otherwise need to know the Confidential Information and to cause those persons to observe the terms of this Section 7.4(b), and (ii) not to use the Confidential Information for any purpose other than in connection with the planning, negotiation, and implementation of the Transactions. In the event of the termination of this Agreement for any reason, each of the Parties agrees to return, and cause its Representatives to return, to each of the other Parties all copies of written Confidential Information relating to another Party and to destroy all memoranda, notes, and other writings prepared based upon or including Confidential Information supplied by another Party, and none of the Parties shall use Confidential Information supplied by any of the other Parties for any purpose. (c) No investigation or examination pursuant to this Section 5.3 7.4(a) shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use given by any information obtained pursuant to of the Harleysville Parties in this Section 5.3 for Agreement or any purpose unrelated condition to the consummation obligations of any of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3Nationwide Parties.

Access and Information. Upon reasonable notice, each of the Company and Parent party hereto shall (and shall cause its subsidiaries Subsidiaries to) afford to the other party and its representatives (including, without limitation, directors, officers and employees of the other such party and its affiliates, and counsel, accountants and other advisors retained by the other such party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such the requesting party may reasonably request; providedPROVIDED, howeverHOWEVER, that no investigation pursuant to this Section 5.3 4.4 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent Each party agrees that it will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.4 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent each party 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 4.4 and in accordance with the Confidentiality Agreement between the Company and Western in effect prior to the Company or Parent, as date hereof (the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources"Confidentiality Agreement"). In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions Except as otherwise specifically provided herein, the terms of the Confidentiality Agreements dated April 5, 1999 Agreement shall remain in full force and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3effect.

Access and Information. Upon reasonable noticeSubject to provisions of applicable ---------------------- law, each of the Company and Parent Allied shall (and shall cause its subsidiaries toa) afford to the other party Nationwide's and its representatives (includingSub's accountants, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants legal counsel and other advisors retained by the other party and its affiliates("Representatives") such full access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout through the period immediately prior to the Effective Time to all of its and the Allied Subsidiaries' assets, books, Contracts, commitments and records (including, without limitationbut not limited to, loan and credit files, tax returns and work papers of independent auditorsTax Returns), propertiesand (b) during such period, Allied shall furnish promptly to Nationwide and Sub all such information concerning its business, assets and personnel and to such other information or those of any of its Affiliates, in either clause (a) or (b), as such party Nationwide or Sub 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 herein. The Company and Parent will not, and each 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 Unless otherwise required by this Plan. Subject to the requirements of law, the Company Nationwide and Parent will keep confidentialSub will, and will cause its representatives to keep confidentialtheir Representatives to, all information and documents obtained pursuant to this Section 5.3 unless hold any such information (i) was already known to the Company in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Nationwide, Sub or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sourcestheir Representatives. In the event that of the termination of this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail Agreement for any reason, Nationwide will, and will cause Sub and their Representatives to, return to be consummated, each party shall promptly cause Allied all copies of documents written information furnished by Allied, Sub or extracts thereof containing their Representatives to Nationwide, Sub or their Representatives and destroy all memoranda, notes and other writings prepared by Nationwide, Sub or their Representatives based upon or including the information furnished by Allied or any of its Representatives to Nationwide, Sub or their Representatives (and data Nationwide will certify to Allied that such destruction has occurred) and neither Nationwide nor Sub shall use any such information for any purpose. Prior to the completion of the Offer and, if this Agreement is terminated, during the two-year period following the date of termination, Nationwide will not (and will not assist or encourage others, including its Subsidiaries, to) solicit the services, as to another party hereto (employee, consultant or an affiliate otherwise, of any party hereto) employee of Allied, provided, that nothing in this Agreement shall be deemed to be returned to the party which furnished the same. The provisions prohibit general -------- solicitations of the Confidentiality Agreements dated April 5employment of persons in Nationwide's ordinary course of business not directed specifically toward employees of Allied, 1999 and December 23, 1998 shall survive to the extent such terms are solicitations through executive recruiting firms not inconsistent directed specifically toward employees of Allied or employees that make contact with this Section 5.3Nationwide.

Access and Information. (a) Upon reasonable notice, each of the Company Continental and Parent Reliance shall (and shall cause its subsidiaries respective Subsidiaries to) afford to the each other party and its their respective representatives (including, without limitation, directors, officers and employees of the other such party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliatesprofessionals retained) such reasonable 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such either party may reasonably requestrequest except materials legally privileged or which either party is prohibited by law from disclosing; provided, however, that no investigation pursuant to this Section 5.3 4.04 shall affect or be deemed to modify any representation or warranty made herein. The Company Reliance, Reliance Bank and Parent Continental will not, and each will cause its respective representatives not to, use any information obtained pursuant to this Section 5.3 4.04 for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement. Subject to the requirements of law, the Company each of Reliance, Reliance Bank and Parent Continental will keep confidential, and will cause its respective representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.04 unless such information (i) was already known to the Company or Parent, as the case may be, such party or an affiliate of the Company such party, other than pursuant to a confidentiality agreement or Parentother confidential relationship, (ii) becomes available to the Company or Parent, as the case may be, such party or an affiliate of the Company or Parent such party from other sources not known by such party to be bound by a confidentiality obligation or agreement, (iii) is disclosed with the prior written approval of the Company or Parent, as the case may be, other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions . (b) During the period of time beginning on the Confidentiality Agreements dated April 5day the last approval of a governmental authority is obtained and continuing to the Effective Time, 1999 including weekends and December 23holidays, 1998 Continental shall survive provide Reliance Bank and its authorized agents and representatives full access to Continental's offices after normal business hours for the purpose of installing necessary wiring and equipment to be utilized by Reliance Bank after the Effective Time; provided, that: (i) reasonable advance notice of each entry shall be given to Continental, and Continental approves of each entry, which approval shall not be unreasonably withheld; (ii) Continental shall have the right to have its employees or contractors present to inspect the work being done; (iii) to the extent practicable, such terms are work shall be done in a manner that will not inconsistent interfere with Continental's business conducted at the branch; (iv) all such work shall be done in compliance with all applicable laws and government regulation, and Reliance Bank shall be responsible for the procurement, at Reliance Bank's expense, of all required governmental or administrative permits and approvals; (v) Reliance Bank shall maintain appropriate insurance satisfactory to Continental in connection with any work done by Reliance Bank's agents and representatives pursuant to this Section 4.04; (vi) Reliance Bank shall reimburse Continental for any material out-of-pocket costs or expenses incurred by Continental in connection with this Section 5.3undertaking; and (vii) if this Agreement is terminated in accordance with Article VI hereof, Reliance Bank, within a reasonable time period and at its sole cost and expense, will restore such offices to their condition prior to the commencement of any such installation.

Access and Information. Upon (a) From the date hereof, H&E shall be entitled to make or cause to be made such reasonable noticeinvestigation of Bxxxxxx, each and the financial and legal condition thereof, as H&E deems reasonably necessary or advisable, and Bxxxxxx shall cooperate with any such investigation. In furtherance of the Company foregoing, but not in limitation thereof, Bxxxxxx will provide H&E and Parent shall (its financing sources and their respective agents and representatives or cause them to be provided with reasonable access to any and all of its management personnel, representatives, premises, properties, contracts, commitments, books, records and other information of Bxxxxxx upon reasonable notice during regular business hours and shall cause furnish such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to Bxxxxxx and its subsidiaries to) afford business as H&E, its financing sources and their respective agents and representatives shall reasonably request from time to time, including all information necessary to satisfy closing conditions for obtaining financing for the Transaction. No investigation by H&E heretofore or hereafter made shall modify or otherwise affect any representations and warranties of Bxxxxxx Shareholders, which shall survive any such investigation, or the conditions to the obligations of H&E and HE-JWB to consummate the Transaction. (b) All information disclosed in writing, whether before or after the date hereof, pursuant to this Agreement or in connection with the Transaction, or the discussions and negotiations preceding, this Agreement to any other party Party (or its representatives) shall be kept confidential by such other Party and its representatives (includingand shall not be used by any Person, without limitationother than in connection with the Transaction, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party 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 herein. The Company and Parent will not, and each 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 Plan. Subject to the requirements of law, the Company and Parent 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 except (i) was already known to the Company as may be required by applicable Law or Parent, as the case may be, or an affiliate of the Company or Parentotherwise advisable after consultation with counsel, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent from other sources not known in connection with any financing transaction by such party to be bound by a confidentiality agreementH&E, (iii) is disclosed with the prior written approval to lenders or other providers of the Company or ParentFinancing, as the case may be, or and (iv) is or becomes readily ascertainable from published information or trade sources. In except as necessary to enforce the event that rights of a Party under this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the sameAgreement. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 foregoing restriction shall survive any termination of this Agreement; however, the foregoing restriction shall be inapplicable to H&E following the extent such terms are not inconsistent with this Section 5.3Closing.

Access and Information. Upon (a) From the date hereof until the Closing Date (or earlier termination of this Agreement in accordance with the terms hereof), subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, each Seller shall (i) afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Company, including, but not limited to, for the purposes of performing a non-invasive environmental assessment and limited environmental compliance review of the Company Assets, and Parent (ii) furnish to Buyer such additional financial and other data and information regarding the Company and the Rio Bravo Pipeline System as Buyer may from time to time reasonably request. Any such access or requests shall (A) be supervised by such Persons as may be designated by Seller and (B) be conducted in such a manner so as not to interfere with any of the business or operations of Seller or the Company and shall cause not contravene any applicable Law. 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 requested by Seller, Buyer shall enter into a customary joint defense agreement with Seller and the Company with respect to any information to be provided to Buyer pursuant to this Section 6.1(a). (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 the handling or administration of any Tax audit, examination or other administrative or judicial proceeding relating to Taxes and (iii) the determination of any matter relating to the rights or obligations of Seller and its subsidiaries toAffiliates under this Agreement or any other Transaction Document (including matters contemplated by Section 2.7), 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 to the other party Seller and its representatives (includingAffiliates reasonable access, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 hours, to the books, data, files, information and records of Buyer and its Affiliates in respect of the Company (including, without limitationfor the avoidance of doubt, loan Tax Returns and credit files, tax returns other information and work papers of independent auditorsdocuments relating to Tax matters), properties, personnel (B) furnish to Seller and to its Affiliates such additional financial and other information regarding the Company as such party Seller may from time to time reasonably requestrequest (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 Affiliates the employees of Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Seller in connection with Seller’s inquiries for any of the purposes referred to in this Section 6.1(b); provided, however, that such access or request shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates. In no investigation event shall the auditors and independent accountants of Buyer or its 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 so reasonably requested by Buyer, Seller shall and, to the extent applicable, shall cause its Affiliates to enter into a customary joint defense agreement with any one or more of Buyer and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made herein. The Company and Parent will not, and each 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 Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.36.1(b).

Access and Information. Upon (a) Subject to applicable laws and regulations, upon reasonable noticenotice during the period from the date hereof through the Effective Time, each Company will give to Buyer and Buyer's Representatives full access during normal business hours to all of its and its subsidiaries' properties, books, records, documents (including, without limitation, tax returns for all periods open under the applicable statute of limitations), personnel, auditors and counsel, and Company and Parent shall (and shall cause its subsidiaries to) afford furnish promptly to Buyer all information concerning Company's Business as Buyer or Buyer's Representatives may reasonably request, including, without limitation true and complete copies of all Material Contracts, including all amendments and supplements thereto. (b) In addition to Buyer's obligations under the Letter Agreement, all non-public information disclosed by any party (or its Representatives) whether before or after the date hereof, in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to any other party (or its Representatives) shall be kept confidential by such other party and its representatives (including, without limitation, directors, officers Representatives and employees of the shall not be used by any such Persons other party and its affiliates, and counsel, accountants and other advisors retained by the other party and its affiliates) 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 (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information than as such party 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 herein. The Company and Parent will not, and each 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 PlanAgreement. Subject to the requirements of lawapplicable Law, the Buyer and Company and Parent will keep confidential, and each will cause its representatives their respective Representatives to keep confidential, all such non-public information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to the Company Buyer or ParentCompany, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company Buyer or ParentCompany, as the case may be, or an affiliate of the Company or Parent from other sources not known by such party Buyer or Company, respectively, to be bound by a confidentiality agreementobligation, (iii) is independently acquired by Buyer or Company, as the case may be, as a result of work carried out by any Representative of Buyer or Company, respectively, to whom no disclosure of such information has been made, (iv) is disclosed with the prior written approval of the Company or ParentBuyer, as the case may be, or (ivv) is or becomes readily ascertainable from published information or trade sourcespublicly available information. In the event that Upon any termination of this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummatedAgreement, each party shall promptly cause all copies of documents hereto will collect and deliver to the other, or extracts thereof containing information and data certify as to another party hereto the destruction of, all documents obtained by it or any of its Representatives then in their possession and any copies thereof. (c) Subject to applicable Law, if between the date hereof and the Effective Date any Governmental Entity shall commence any examination, review, investigation, action, suit or an affiliate of any party hereto) to be returned proceeding against Company with respect to the party which furnished Merger, Company shall (i) give Buyer prompt notice thereof, (ii) keep Buyer informed as to the same. The provisions status thereof and (iii) permit Buyer to observe and be present at each meeting, conference or other proceeding and have access to and be consulted in connection with any document filed or provided to such Governmental Entity in connection with such examination, review, investigation, action, suit or proceeding. (d) Upon Buyer's request, officers of Company shall meet with Buyer's potential sources of financing for the Merger and shall otherwise cooperate as reasonably requested by Buyer in connection with Buyer's efforts to secure financing. (e) Prior to October 6, 1997, Company shall make available to Buyer data confirming the tax basis of Company's assets, and the amount of consolidated net operating losses, net capital losses, foreign Tax credits and investment and other Tax credits of the Confidentiality Agreements dated April 5, 1999 Company allocable to Company and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3its subsidiaries under Treasury Regulation 1.1502-79.

Access and Information. Upon (a) Between the date hereof and the Closing Date, (i) the Company will permit, and the Principal Shareholders will cause the Company's officers, directors, key employees and advisors to permit, Buyer and its representatives and agents reasonable noticeaccess to the Company's books and records, each of facilities, key personnel, customers, suppliers, independent accountants and attorneys, as requested by Buyer and (ii) Buyer will permit the Company and Parent shall its representatives and agents access to Buyer's books and records, facilities, key personnel, customers, suppliers, independent accountants and attorneys, as requested by the Company. (and shall cause its subsidiaries tob) afford Each of the parties hereto acknowledges that all information, documents, customer lists, patents, trademarks, copyrights, materials, specifications, business strategies, information or any other ideas which directly relate to the business of the other party (collectively, "Confidential Information") shall be the exclusive, confidential property of such other party, except to the extent expressly authorized in writing for dissemination. From the date of this Agreement through and its representatives including the twenty-fourth (including24th) month following the Closing Date, each party shall not disclose any of such Confidential Information of the other party to any third party without limitation, directors, officers and employees the prior written consent of the other party and its affiliatesshall take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. The foregoing restrictions shall not apply to any information which (i) becomes generally available to the public other than as a result of disclosures by the non-disclosing party, and counsel, accountants and other advisors retained (ii) was available to the non- disclosing party on a non-confidential basis prior to disclosure to it by the other party and its affiliatesparty, (iii) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior becomes available to the Effective Time non-disclosing party on a non- confidential basis from any source other than the disclosing party, provided such source is not bound by a confidentiality agreement with one of the parties hereto, or (iv) is required to be disclosed by any Governmental Entity. In addition, the books, records (including, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party may reasonably request; provided, however, that no investigation pursuant to obligations set forth in this Section 5.3 7.03(b) shall affect not apply to Buyer or be deemed Newco with respect to modify any representation Confidential Information which is acquired by Buyer or warranty made herein. The Company and Parent will not, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to Newco as a result of the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and Parent 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 the Company or Parent, as the case may be, or an affiliate of the Company or Parent, (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3herein.

Access and Information. Upon reasonable noticePrior to the Closing, each the Sellers shall, and, subject to the rights of the Company and Parent shall (and minority stockholders of Curamik, shall cause its subsidiaries toeach member of the Target Company Group to (A) afford give to the other party Purchaser or its authorized representatives reasonable access at all reasonable times to the properties, books and its representatives (including, without limitation, directors, officers and employees records of members of the other party Target Company Group, (B) furnish to the Purchaser or its authorized representatives such financial and its affiliates, and counsel, accountants operating data and other advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior information with respect to the Effective Time business and properties of or otherwise relating to members of the booksTarget Company Group, records (includingin each case, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as such party the Purchaser may reasonably request; provided, howeverPROVIDED that the Purchaser shall not be entitled to any such access, that no investigation pursuant to this Section 5.3 information or documents for the purposes of conducting any environmental audit or assessment without the prior written consent of the Sellers Representative, which consent shall affect not be unreasonably withheld, conditioned or be deemed to modify any representation or warranty made herein. The Company and Parent will notdelayed, and each will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation (C) cooperate with and assist Ernst & Young LLP in connection with (I) their preparation of the transactions contemplated audited financial statements required by this PlanSection 6.4.6 hereof and (II) their review of the Quarterly Financial Statements required to be delivered by Section 4.2.3 hereof. Subject to the requirements of law, the Company and Parent will keep confidential, and will cause its representatives to keep confidential, all All such information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known by the Purchaser shall be subject to the Company or Parent, as the case may be, or an affiliate terms of the Company or ParentConfidentiality Agreement, dated September 11, 1998, between the Pur chaser and the Sellers Representative and the Letter Agreement, dated June 8, 1999, between the Purchaser and the Sellers Representative (ii) becomes available to together, the Company or Parent, as the case may be, or an affiliate of the Company or Parent 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 Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same"CONFIDENTIALITY AGREEMENT"). The Purchaser hereby agrees that the provisions of the Confidentiality Agreements dated April 5Agreement will apply to any properties, 1999 and December 23books, 1998 shall survive records, data, documents or other information relating to the extent such terms are not inconsistent with Sellers or the members of the Target Company Group provided to the Purchaser or its affiliates or any of their respective advisers or employees pursuant to this Section 5.3Agreement or the Ancillary Agreements.

Access and Information. Upon reasonable notice(a) From the date hereof to the Effective ---------------------- Time, each of the Company and Parent its Subsidiaries shall (and shall cause its subsidiaries to) afford to the other party give MergerCo and its representatives (includingaccountants, without limitation, directors, officers and employees of the other party and its affiliates, and counsel, accountants consultants, employees and other advisors retained by the other party and its affiliates) such agents, reasonable access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout to, and furnish them with all documents, records, work papers, Returns and information with respect to, all of the period prior to the Effective Time to the Company's and its Subsidiaries' properties, Assets, books, Contracts, reports, records (includingand senior management personnel, without limitation, loan and credit files, tax returns and work papers of independent auditors), properties, personnel and as MergerCo shall from time to such other information as such party may time 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 herein. The Company and its Subsidiaries shall use commercially reasonable efforts to keep MergerCo and its representatives informed as to the affairs of the Business and shall use commercially reasonable efforts to consult with the representatives of MergerCo on important matters pertaining to the Business. The Company shall deliver to Parent within 30 days of the date hereof a complete and correct list containing the names of each bank in which the Company or any of its Subsidiaries has an account or safe deposit or lock box, the account or box number, as the case may be, and the name of every person authorized to draw thereon or having access thereto. (b) Each of the parties agree that they will not, and each will cause its representatives their respective accountants, counsel, consultants, employees and agents not to, use any confidential, nonpublic information concerning the other obtained pursuant to in connection with entering into of this Section 5.3 Agreement for any purpose unrelated to the consummation of the transactions contemplated by this PlanAgreement. Subject to Each of the requirements of law, the Company and Parent will parties shall keep confidential, and will cause its representatives respective accountants, counsel, consultants, employees and agents to keep confidential, all information and documents concerning the other obtained pursuant to in connection with entering into of this Section 5.3 Agreement unless such information (i) was already known to the Company or Parentsuch Person, as the case may be, or an affiliate of the Company or Parent, - (ii) becomes available to the Company or Parent, as the case may be, or an affiliate of the Company or Parent such Person from other sources not known by such party -- Person to be bound by a confidentiality agreement, obligation or (iii) is disclosed with --- the prior written approval of the Company or Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sourcesother party. In the event that this Plan Agreement is terminated or the transactions contemplated by this Plan Agreement shall otherwise fail to be consummated, each party of the parties shall promptly cause all copies of documents or extracts thereof containing such information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and December 23, 1998 shall survive to the extent such terms are not inconsistent with this Section 5.3other party.