Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each of Metropolitan From the date hereof until the Closing, the Seller will, and Sky agrees that upon reasonable notice will cause the Company and subject its representatives to applicable laws relating to (i) allow the exchange of information, it shall afford the other party Buyer and the other party's its officers, employees, counsel, accountants accountants, actuaries, consultants and other authorized representatives, such representatives (“Representatives”) to have reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitationTax Returns, tax returns and financial statements, Contracts, work papers of independent auditors), properties, personnel and to such other information and documents relating to the Company, assets, Properties, facilities, management and personnel of the Company at all reasonable times, upon reasonable notice and in a manner so as any party may reasonably request and, during such period, it shall furnish promptly not to such other party (i) a copy interfere with the normal operation of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, the business of the Company and (ii) cause the respective Representatives of the Seller and the Company to cooperate in good faith with the Buyer and its Representatives in connection with all other information concerning the business, properties and personnel of it as the other may reasonably requestsuch access. (b) Each agrees that it party hereto will nothold, and will use reasonable best efforts to cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidentialAffiliates, and will cause its representatives their respective Representatives to keep confidentialhold, all Information and documents obtained in strict confidence from any Person (as well as other than any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such partyAffiliates or Representatives), (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed except with the prior written approval consent of the other party or unless (i) compelled to which such information pertains disclose by judicial or administrative process (including in connection with obtaining the necessary approvals of this Agreement, the other Ancillary Agreements, or any of the Contemplated Transactions by Governmental Entities) or by other requirements of Applicable Law or stock exchange regulation, or (ivii) is disclosed in an Action or becomes readily ascertainable from published proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party or trade sources. In any of its Affiliates furnished to it by the event other party or such other party’s Representatives in connection with this Agreement, the Ancillary Agreements, or any of the Contemplated Transactions, except to the extent that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of such documents or extracts thereof containing Information and data as information can be shown to have been (a) previously known or available to (on a non-confidential basis) the party receiving such documents or information, (b) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no violation of this provision by the receiving party or (c) later acquired by the receiving party from another source if the receiving party hereto to be returned is not aware that such source is under an obligation or duty to the party that furnished the same. No investigation by either party of the business seeking to keep such documents and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementinformation confidential. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each From the date of Metropolitan and Sky agrees this Agreement, until the date when the shares of Common Stock owned by the Investors represent less than the Qualifying Ownership Interest, the Company shall ensure that upon reasonable notice notice, but no more than once per quarter, the Company and subject its subsidiaries shall use reasonable efforts to applicable laws relating afford to the exchange Investors and their representatives (including officers and employees of informationthe Investors, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, professionals retained by the Investors) such access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax including Tax returns and appropriate work papers of independent auditorsauditors under normal professional courtesy), properties, properties and personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other Investors may reasonably request. (b) Each agrees that it will notExcept as otherwise provided in Section 12.2, each party to this Agreement shall hold, and will shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or, upon the advice of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively “Information”) concerning the other party hereto furnished to it by such other party or its representatives not to, use any information obtained pursuant to this Section 6.05 Agreement (as well as any other information obtained prior except to the date hereof in connection with the entering into of this Agreementextent that such information can be shown to have been (1) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not previously known by such party to be bound by on a confidentiality obligationnonconfidential basis, (iii2) is disclosed with in the prior written approval public domain through no fault of such party or (3) later lawfully acquired from other sources by the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedit was furnished), each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another neither party hereto shall release or disclose such Information to be returned any other person, except its auditors, attorneys, financial advisors, other consultants and advisors and, to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed extent permitted above, to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementbank regulatory authorities. (c) During If, through the period from exercise of its rights under this Section 4.9 or otherwise, an Investor obtains material non-public information about the date Company, that Investor will comply with all applicable provisions of this Agreement law relating to trading on the Effective Timebasis of material non-public information, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableincluding SEC Rule 10b5-1.

Access; Confidentiality. (a) Each From the date of Metropolitan and Sky agrees that upon reasonable notice and subject to applicable laws relating to this Agreement through the exchange of informationClosing Date, it JADE or PSB, as the case may be, shall afford to, and PSB and JADE shall cause each PSB Subsidiary and JADE Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice for the purpose of undertaking a comprehensive due diligence investigation; and the officers of JADE and PSB will furnish any person making such investigation on behalf of the other party's officers, employees, counsel, accountants party with such financial and operating data and other authorized representatives, such access during normal business hours throughout the period prior information with respect to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors)businesses, properties, personnel assets, books and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties records and personnel of it as the other may person making such investigation shall from time to time reasonably request. (b) Each agrees that it will not, JADE and will cause its representatives PSB each agree to conduct such investigation and discussions hereunder in a manner so as not to, use any information obtained pursuant to this Section 6.05 interfere unreasonably with normal operations and customer and employee relationships of the other party. (as well as any other information obtained prior c) In addition to the access permitted by subparagraph (a) above, from the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement through the Closing Date, each of PSB and JADE shall permit employees of the other reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work- outs, provided that nothing contained in this subparagraph shall be kept in strictest confidence; provided that, subsequent construed to the filing grant PSB or JADE or any of the Registration Statement their respective employees any final decision-making authority with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known respect to such party, matters. (iid) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or If the transactions contemplated by this Agreement shall otherwise fail to not be consummated, JADE and PSB will each destroy or return all documents and records obtained from the other party shall promptly or its representatives, during the course of its investigation and will cause all copies of documents information with respect to the other party obtained pursuant to this Agreement or extracts thereof containing Information and data as to another party hereto preliminary thereto to be returned kept confidential, except to the extent such information becomes public through no fault of the party that furnished to whom the sameinformation was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. No investigation by either JADE and PSB shall each give prompt notice to the other party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementdisclosure where such disclosure is so legally required. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each From the date of Metropolitan and Sky agrees this Agreement, until the date when the shares of Common Stock owned by the Investors represent less than the Qualifying Ownership Interest, the Company shall ensure that upon reasonable notice notice, but no more than once per quarter, the Company and subject its subsidiaries shall use reasonable efforts to applicable laws relating afford to the exchange Investors and their representatives (including officers and employees of informationthe Investors, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, professionals retained by the Investors) such access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax including Tax returns and appropriate work papers of independent auditorsauditors under normal professional courtesy), properties, properties and personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other Investors may reasonably request. (b) Each agrees that it will notExcept as otherwise provided in Section 12.2, each party to this Agreement shall hold, and will shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively “Information”) (concerning the other party hereto furnished to it by such other party or its representatives not to, use any information obtained pursuant to this Section 6.05 Agreement (as well as any other information obtained prior except to the date hereof in connection with the entering into of this Agreementextent that such information can be shown to have been (1) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not previously known by such party to be bound by on a confidentiality obligationnonconfidential basis, (iii2) is disclosed with in the prior written approval public domain through no fault of such party or (3) later lawfully acquired from other sources by the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedit was furnished), each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another neither party hereto shall release or disclose such Information to be returned any other person, except its auditors, attorneys, financial advisors, other consultants and advisors and, to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed extent permitted above, to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementbank regulatory authorities. (c) During If, through the period from exercise of its rights under this Section 4.9 or otherwise, an Investor obtains material non-public information about the date Company, that Investor will comply with all applicable provisions of this Agreement law relating to trading on the Effective Timebasis of material non-public information, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableincluding SEC Rule 10b5-1.

Access; Confidentiality. (a) Each From the date of Metropolitan and Sky agrees the Original Agreement, until the date when the shares of Common Stock owned by the Investors represent less than the Qualifying Ownership Interest, the Company shall ensure that upon reasonable notice notice, but no more than once per quarter, the Company and subject its subsidiaries shall use reasonable efforts to applicable laws relating afford to the exchange Investors and their representatives (including officers and employees of informationthe Investors, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, professionals retained by the Investors) such access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax including Tax returns and appropriate work papers of independent auditorsauditors under normal professional courtesy), properties, properties and personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other Investors may reasonably request. (b) Each agrees that it will notExcept as otherwise provided in Section 12.2, each party to this Agreement shall hold, and will shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or, upon the advice of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively “Information”) concerning the other party hereto furnished to it by such other party or its representatives not to, use any information obtained pursuant to this Section 6.05 Agreement (as well as any other information obtained prior except to the date hereof in connection with the entering into of this Agreementextent that such information can be shown to have been (1) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not previously known by such party to be bound by on a confidentiality obligationnonconfidential basis, (iii2) is disclosed with in the prior written approval public domain through no fault of such party or (3) later lawfully acquired from other sources by the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedit was furnished), each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another neither party hereto shall release or disclose such Information to be returned any other person, except its auditors, attorneys, financial advisors, other consultants and advisors and, to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed extent permitted above, to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementbank regulatory authorities. (c) During If, through the period from exercise of its rights under this Section 4.9 or otherwise, an Investor obtains material non-public information about the date Company, that Investor will comply with all applicable provisions of this Agreement law relating to trading on the Effective Timebasis of material non-public information, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableincluding SEC Rule 10b5-1.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that Belmont shall, upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford the other party Sky and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party Sky may reasonably request and, during such period, it shall furnish promptly to such other party Sky (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking lawsLaws, and (ii) all other information concerning the business, properties and personnel of it Belmont as the other Sky may reasonably request. (b) Sky shall, upon reasonable notice and subject to applicable Laws relating to the exchange of information, afford Belmont and its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), and to such other information as Belmont may reasonably request and, during such period, it shall furnish promptly to Belmont (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking Laws, and (ii) all other information concerning the business or properties of Sky as Belmont may reasonably request. (c) Each of Belmont and Sky agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "“Information"”) received by each of Metropolitan Belmont and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided provided, however, that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan Belmont and Sky under Section 6.03. Metropolitan Belmont and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of lawLaw, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv) is or becomes readily ascertainable from published information or trade sourcessources or (v) is such that such party is required by Law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this Section 6.05(c) by (A) Law, (B) any court of competent jurisdiction or (C) any inquiry or investigation by any Governmental Authority that is lawfully entitled to require any such disclosure, such party (the “Required Party”) shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (1) is notified of a request for such disclosure from the relevant Governmental Authority or (2) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable Laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party shall furnish only that portion of the information described in this Section 6.05 that is legally required to be disclosed and shall exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this Section 6.05 so furnished. In the event that this Agreement is terminated or the transactions contemplated by this 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 to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (cd) During the period from the date of this Agreement to the Effective Time, each party Belmont shall promptly furnish the other Sky with copies of all monthly and other interim financial statements produced in the ordinary and usual course of business as the same shall become available.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that From the date hereof until the Effective Time, upon reasonable notice and subject to applicable laws relating the terms of the Confidentiality Agreements, the Company shall (and shall cause each of the Company Subsidiaries to) afford to the exchange of information, it shall afford the other party and the other party's officers, employees, accountants, counsel, accountants financing sources and other authorized representativesrepresentatives of Parent and the Purchaser, such access reasonable access, during normal business hours throughout the period prior to the Effective Time to the booksall of its officers, records (includingemployees, without limitation, tax returns and work papers of independent auditors)agents, properties, personnel books, agreements and to such other information as any party may reasonably request records and, during such period, it the Company shall (and shall cause each of the Company Subsidiaries to) furnish promptly to such other party Parent and the Purchaser (ia) a copy of each material report, schedule schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (iib) all other information concerning the its business, properties and personnel of it as Parent or the other Purchaser may reasonably request. (b) Each agrees that it . Parent and the Purchaser will not, and will cause its representatives not to, use hold any information obtained pursuant to this Section 6.05 6.2 in accordance with the terms of the Confidentiality Agreements. Notwithstanding the foregoing, the parties (as well as and each employee, representative, or other agent of the parties) may disclose to any other information obtained prior and all Persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation tax structure of the transactions contemplated by this Agreement. Except for Agreement beginning on the use earliest of information in connection with (x) the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order date of the public announcement of discussions relating to complete the transactions contemplated by this Agreement, all information (collectively, the "Information"y) received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval public announcement of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to (z) the party that furnished the same. No investigation by either party date of the business execution of this Agreement (with or without conditions); provided, however, that neither party (nor any employee, representative or agent thereof) may disclose any other information that is not relevant to understanding the tax treatment and affairs tax structure of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. Agreement (c) During including the period from identity of any party and any information that could lead another to determine the date identity of this Agreement any party), or any other information to the Effective Time, each party extent that such disclosure could result in a violation of any federal or state securities law. No investigation pursuant to this Section 6.2 shall promptly furnish affect any representation or warranty made by the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableparties hereunder.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that party shall, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any such party may reasonably request and, during such period, it shall furnish promptly to such the other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other party may reasonably request. (b) Each of SBI and Sky agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "“Information"”) received by each of Metropolitan SBI and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan SBI and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such partythe party receiving the information on a nonconfidential basis prior to the disclosure, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party (i) SBI shall promptly furnish the other Sky with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available, (ii) Sky shall promptly furnish SBI with copies of all monthly financial statements produced in the ordinary course of business as the same shall become available and (iii) SBI shall promptly furnish Sky with copies of all monthly reports of market and liquidity risks, activities in investments, brokered certificates of deposit and borrowed funds.

Access; Confidentiality. (a) Each Upon reasonable notice, the Company shall (and shall cause each of Metropolitan and Sky agrees that upon reasonable notice and subject to applicable laws relating its Subsidiaries to) afford to the exchange of information, it shall afford the other party and the other party's officers, employees, accountants, counsel, accountants financing sources and other authorized representativesrepresentatives of Parent, such access access, during normal business hours throughout during the period prior to the Effective Time Appointment Date, to the all its properties, employees, books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to such other party the Parent (ia) a copy of each material report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities or banking laws, laws and (iib) all other information concerning the its business, properties and personnel of it as the other Parent may reasonably request. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a letter agreement dated November 22, 1996, as amended, between the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Code. (b) Each agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to Following the date hereof in connection with the entering into execution of this Agreement) for , Parent and the Company shall cooperate with each other and make all reasonable efforts to minimize any purpose unrelated disruption to the consummation business which may result from the announcement of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that upon reasonable notice and subject to applicable laws relating During the Interim Period, to the exchange of informationextent permitted by applicable Law, it shall afford TRMT, on the one hand, and RMRM, on the other party hand, shall, and TRMT and RMRM shall cause the TRMT Subsidiaries and the RMRM Subsidiaries, respectively, and their respective Representatives to, afford to the other party's officers, employees, counsel, accountants Party and other authorized representatives, such its Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours throughout the period prior and upon reasonable advance notice to the Effective Time to the all of their respective properties, offices, books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such their officers, accountants, manager’s employees, counsel and other information Representatives, and those of the TRMT Subsidiaries or the RMRM Subsidiaries, as any party may reasonably request applicable, and, during such period, it each Party shall furnish reasonably promptly make available to such the other party Party, (i) a copy of each material report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities or banking lawsLaws, and (ii) all other information (financial or otherwise) concerning the business, its business and properties and personnel of it as the such other Party may reasonably request. Notwithstanding the foregoing, neither TRMT nor RMRM shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation of the Party or any of its Representatives to any third party (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement), or (D) if it would jeopardize attorney work product or attorney client privilege. (b) Each agrees that it of the Parties will nothold, and will cause its representatives not toRepresentatives and Affiliates to hold, use any nonpublic information, including any information obtained exchanged pursuant to this Section 6.05 (as well as any other information obtained prior 7.2, in confidence to the date hereof extent required by and in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof accordance with, and any other governmental filings required in order to complete the transactions contemplated by this Agreementwill otherwise comply with, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing form of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (confidentiality agreement attached hereto as well Exhibit A as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless if such Information (i) Party was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data “Recipient” as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementdefined therein. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each Between the date of Metropolitan this Agreement and Sky agrees that upon reasonable notice the Closing, the Sellers shall cause the Company to and subject to applicable laws relating to the exchange of information, it Company shall (i) afford the other party Purchaser and the other party's officersits authorized representatives reasonable access to all books, employeesrecords, counseloffices, accountants properties and other facilities of the Company, (ii) permit the Purchaser and its authorized representatives, representatives to make such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel inspections and to make copies of such books and records as it may reasonably require and (iii) furnish the Purchaser and its authorized representatives with such financial and operating data and other information as any party the Purchaser may reasonably request and, during such period, it shall furnish promptly from time to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may time reasonably request. The Purchaser and its authorized representatives shall conduct all such inspections in a manner that is reasonably designed to limit disruptions to the business and operations of the Company. (b) Each agrees that it will notExcept as otherwise provided in this Agreement, the Sellers, the Purchaser and InfraSource will, and will cause its their respective representatives not to, keep confidential, and not use any except in connection with this Agreement, the other Documents and the Transactions, all information obtained pursuant to this Section 6.05 (as well as any other information obtained which, prior to the date hereof in connection with hereof, has been or, from and after the entering into date hereof, is furnished to them by the Company or any of its representatives. The provisions of this AgreementSection 6.2(b) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement disclosure or to be included in the Proxy Statement/Prospectus to be sent to the shareholders use of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of lawany information, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information or materials (i) was already known which are or become generally available to such partythe public other than as a result of disclosure by the receiving party or any Affiliate or representative of the receiving party in violation of this Section 6.2(b), (ii) becomes available required by applicable Legal Requirements to such party from other sources not known be disclosed by such party to be bound by a confidentiality obligationparty, or (iii) is disclosed with necessary to establish such party's rights under this Agreement or the prior written approval other Documents. The agreements and undertakings of the party to which such information pertains or Sellers set forth in this Section 6.2(b) shall continue until the earlier of (iva) is or becomes readily ascertainable five years from published information or trade sourcesthe date hereof and (b) the termination of this Agreement. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information The agreements and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party undertakings of the business Purchaser and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement InfraSource set forth in this Agreement, or Section 6.2(b) shall continue until the conditions to either party's obligation to consummate earlier of (a) five years from the transactions contemplated by this Agreementdate hereof and (b) the Closing. (c) During Except as required by applicable Legal Requirements, each party hereto shall not, and shall not permit any of their respective Affiliates or representatives to, make any public announcement in respect of this Agreement or the period from transactions contemplated hereby without the prior consent of the other parties hereto. (d) Notwithstanding the foregoing or any other provision hereof, the parties (and each employee, representative, or other agent of the parties) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions and tax analyses) that are provided to it relating to such tax treatment and tax structure beginning on the earliest of (i) the date of this Agreement the public announcement of discussions relating to the Effective TimeTransactions, each (ii) the date of public announcement of the Transactions, or (iii) the date of the execution of an agreement (with or without conditions) to enter into the Transactions, provided, however, that neither party shall promptly furnish (nor any employee, representative or other agent thereof) may pursuant to this clause disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other with copies information to the extent that such disclosure could result in a violation of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableany federal or state securities law.

Access; Confidentiality. (a) Each of Metropolitan During the Pre-Closing Period, each Seller shall and Sky agrees that shall cause its Representatives to, upon reasonable notice and subject to applicable laws relating to the exchange prior notice, free of informationcharge, it shall afford the other party and the other party's give Buyers, their officers, their authorized Representatives and a reasonable number of their employees, counsel, accountants and other authorized representatives, such reasonable access during normal business hours throughout the period prior to the Effective Time Business Contracts, Books and Records, analysis, projections, plans, systems, management and other personnel, the Seller’s Representatives, commitments, offices and other facilities and properties to the booksextent related to the Business, records (including, without limitation, tax returns the Acquired Assets and work papers the Assumed Liabilities. The terms of independent auditors), properties, personnel and the Confidentiality Agreement shall apply to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each agrees that it will not, and will cause its representatives not to, use any information obtained provided to Buyer Parent pursuant to this Section 6.05 (as well as 6.4. The right of Buyers to access pursuant to this Section 6.4 shall not modify in any other information obtained prior way any OC\1994682.10 representation or warranty in Article IV. Notwithstanding anything to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreementcontrary set forth herein, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement no Seller shall be kept in strictest confidence; provided thatrequired to provide access to, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in disclose information, where such access or disclosure would (a) jeopardize the Proxy Statement/Prospectus to be sent to the shareholders attorney-client privilege of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such partySeller, (iib) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains contravene any applicable Law or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During give a third party the period from right to terminate or accelerate the rights under a contract to which a Seller is a party as of the date of this Agreement or otherwise bound as of the date of this Agreement; provided that in each case, Seller Parent shall: (A) give reasonable notice to Buyer Parent of the Effective Timefact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4), each party shall promptly furnish (B) inform Buyer Parent with sufficient detail of the other with copies of all monthly reason for such restriction or prohibition, and other interim financial statements produced (C) cause the applicable Seller to use its reasonable best efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in the ordinary course of business as the same shall become availablea manner that would not reasonably be expected to violate such restriction or prohibition.

Access; Confidentiality. (a) Each From the date hereof to the Closing, each Parent will allow all designated Representatives of Metropolitan and Sky agrees that the other Parents access at reasonable times upon reasonable notice and subject in a manner as will not adversely impact the conduct of the respective businesses of such Parent to applicable laws the personnel, records, files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the exchange Business of informationsuch Parent’s Group; provided, it shall afford however, that no investigation pursuant to this Section 5.06(a) will affect any representation or warranty given by such Parent hereunder, and provided, further, that notwithstanding the provision of information by such Parent or its Affiliates or Representatives or investigation by the other party and the other party's officers, employees, counsel, accountants and other authorized representativesParties or their Representatives, such access during normal business hours throughout Parent will not be deemed to make any representation or warranty except as expressly set forth in this Agreement. Notwithstanding the period prior to the Effective Time to the booksforegoing, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy no Parent will be required to provide any information which it reasonably believes it may not provide to another Parent by reason of each material reportapplicable Law, schedule and which such Parent reasonably believes constitutes information protected by attorney/client privilege or which it is required to keep confidential by reason of Contracts with third parties, (ii) no Parent will be required to provide any records, writings or other document filed by it materials of the Contributing Parties relating to or including (A) any personnel files, (B) performance review materials or any information that relates to an employee’s participation in bonus plans or similar incentive compensation arrangements, (C) medical records, hiring records, affirmative action plans or workers compensation files, or (D) that are otherwise subject to restrictions on transfer pursuant to federal applicable Laws regarding personally identifiable information or state securities subject to privacy policies regarding personally identifiable information or banking lawswith respect to which transfer would require any Governmental Approval under applicable Law, and (iiiii) all other information concerning no Parent will be required to provide access to any of its Group’s properties, without - 38 - such Parent’s written consent, not to be unreasonably withheld, conditioned or delayed, except as otherwise contemplated by Section 5.07 of this Agreement. The applicable Parent will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the business, properties and personnel restrictions of it as the other may reasonably request. (b) preceding sentence apply. Each Parent agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 5.06 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementContemplated Transactions. (cb) During the period from the date of this Agreement With respect to the Effective Timeinformation disclosed pursuant to this Section 5.06, each party shall promptly furnish the other with copies Parties will comply with, and cause their respective representatives to comply with, all of all monthly and other interim financial statements produced in their obligations under the ordinary course of business as the same shall become availableConfidentiality Agreement.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that party shall, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any such party may reasonably request and, during such period, it shall furnish promptly to such the other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other party may reasonably request. (b) Each of GLB and Sky agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan GLB and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan GLB and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement6. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each of Metropolitan To the extent applicable, CPA18 and Sky agrees W. P. Carey agree that upon reasonable notice notice, and subject to except as may otherwise be required or restricted by applicable laws relating to the exchange of informationLaw, it each shall (and shall cause its Subsidiaries to) afford the other party and the other partyother's officers, employees, counsel, accountants and other authorized representatives, such access reasonable access, during normal business hours throughout the period prior to the Effective Time Time, to the its executive officers and to its properties, books, contracts and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it each shall (and each shall cause its Subsidiaries to) furnish promptly to such the other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the its business, properties properties, personnel and personnel of it litigation claims as the other may reasonably request. (b) Each agrees be requested but only to the extent such access does not unreasonably interfere with the business or operations of such party; provided that it will not, and will cause its representatives not to, use any information obtained no investigation pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other 4.11 shall affect or be deemed to modify any representation or waive any representation, warranty, covenant or agreement warranty made in this Agreement; provided, further, that the parties hereto shall not be required to provide information (i) in breach of applicable Law or (ii) that is subject to confidentiality obligations. Unless otherwise required by Law, the conditions parties shall hold all information of the other party which is confidential and is reasonably identified as such or should reasonably be known to either be confidential in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the receiving party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of . If this Agreement to the Effective Timeis terminated for any reason, each party shall promptly furnish the return to such other with party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and any copies made of all monthly (and other interim financial statements produced extrapolations from or work product or analyses based on) such documents. Notwithstanding anything set forth in this Agreement to the ordinary course contrary, from and after the date hereof until the consummation of business the transactions contemplated hereunder or the earlier termination of this Agreement, W. P. Carey and its Affiliates shall be permitted to, in their capacity as the same external advisor to CPA18 and the CPA18 Subsidiaries, share, furnish or otherwise provide non-public information or data concerning the Sale Properties; provided that W. P. Carey shall become availablekeep the CPA18 Special Committee reasonably well informed regarding the status of the potential sales of any of the Sale Properties.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that upon reasonable notice and subject to applicable laws relating Prior to the exchange Closing at the reasonable ----------------------- request of informationQuickLogic, it Cypress agrees to promptly make available all books, records, facilities, employees and information necessary for QuickLogic to evaluate the Transferred Assets, and verify the FPGA Technology, and QuickLogic agrees prior to the Closing at the reasonable request of Cypress to make promptly available all books, records, facilities, employees and information necessary for Cypress to fulfill its obligations hereunder. Except as provided below, each party hereto shall afford keep confidential and shall not make use of any information treated by the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records as confidential (including, without limitation, tax returns the terms and work papers conditions of independent auditorsthis Agreement and the Transaction Agreements), obtained from the other party concerning the assets, properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such business or operations of the other party (i) a copy of each material reportother than to legal counsel, schedule auditors, board members, consultants, financial advisers, key employees, lenders and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior investment bankers where such disclosure is related to the date hereof in connection with the entering into performance of obligations under this Agreement) for any purpose unrelated to Agreement or the consummation of the transactions contemplated under this Agreement (all of whom shall be similarly bound by the provisions of this AgreementSection 5.1), except as may be required to be disclosed by applicable law, and except as provided for in the Transaction Agreements. Except for Notwithstanding the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectivelyforegoing, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 foregoing confidentiality restrictions shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) information that was already known in the receiving party's possession prior to such receipt from the disclosing party, (ii) information that becomes generally available to such party from the public other sources not known by such party to be bound by than as a confidentiality obligationresult of the receiving party's fault or action, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or that becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned available to the receiving party from some source other than the disclosing party, provided that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representationsuch source is under no non-disclosure obligation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.or

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that party shall, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any such party may reasonably request and, during such period, it shall furnish promptly to such the other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other party may reasonably request. (b) Each of SBI and Sky agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan SBI and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan SBI and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement6. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each From the date hereof to the Closing, each Parent will allow all designated Representatives of Metropolitan and Sky agrees that the other Parents access at reasonable times upon reasonable notice and subject in a manner as will not adversely impact the conduct of the respective businesses of such Parent to applicable laws the personnel, records, files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the exchange Business of informationsuch Parent’s Group; provided, it shall afford however, that no investigation pursuant to this Section 5.06(a) will affect any representation or warranty given by such Parent hereunder, and provided, further, that notwithstanding the provision of information by such Parent or its Affiliates or Representatives or investigation by the other party and the other party's officers, employees, counsel, accountants and other authorized representativesParties or their Representatives, such access during normal business hours throughout Parent will not be deemed to make any representation or warranty except as expressly set forth in this Agreement. Notwithstanding the period prior to the Effective Time to the booksforegoing, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy no Parent will be required to provide any information which it reasonably believes it may not provide to another Parent by reason of each material reportapplicable Law, schedule and which such Parent reasonably believes constitutes information protected by attorney/client privilege or which it is required to keep confidential by reason of Contracts with third parties, (ii) no Parent will be required to provide any records, writings or other document filed by it materials of the Contributing Parties relating to or including (A) any personnel files, (B) performance review materials or any information that relates to an employee’s participation in bonus plans or similar incentive compensation arrangements, (C) medical records, hiring records, affirmative action plans or workers compensation files, or (D) that are otherwise subject to restrictions on transfer pursuant to federal applicable Laws regarding personally identifiable information or state securities subject to privacy policies regarding personally identifiable information or banking lawswith respect to which transfer would require any Governmental Approval under applicable Law, and (iiiii) all other information concerning no Parent will be required to provide access to any of its Group’s properties, without such Parent’s written consent, not to be unreasonably withheld, conditioned or delayed, except as otherwise contemplated by Section 5.07 of this Agreement. The applicable Parent will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the business, properties and personnel restrictions of it as the other may reasonably request. (b) preceding sentence apply. Each Parent agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 5.06 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "Information") received by each of Metropolitan and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementContemplated Transactions. (cb) During the period from the date of this Agreement With respect to the Effective Timeinformation disclosed pursuant to this Section 5.06, each party shall promptly furnish the other with copies Parties will comply with, and cause their respective representatives to comply with, all of all monthly and other interim financial statements produced in their obligations under the ordinary course of business as the same shall become availableConfidentiality Agreement.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that upon reasonable notice and subject to applicable laws relating Through the Effective Time, each party hereto shall afford to the exchange other, including its authorized Representatives, reasonable access to its and its Subsidiaries’ businesses, properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of information, it each party shall afford furnish the other party making such investigation, including its authorized Representatives, with such financial and operating data and other information with respect to such businesses, properties, assets, books and records, and personnel as the party making such investigation, or its authorized Representatives, shall from time to time reasonably request. Each party hereto agrees that it, and its authorized Representatives, will conduct such investigation and discussions hereunder in a confidential manner and otherwise in a manner so as not to interfere unreasonably with the other party's officers’s normal operations and customer and employee relationships. Notwithstanding the foregoing, employees, counsel, accountants and other authorized representatives, neither OLB nor DCB shall be required to provide access to or to disclose information where such access during normal business hours throughout or disclosure would violate the period rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any Law or binding agreement entered into prior to the Effective Time to date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the books, records (including, without limitation, tax returns and work papers restrictions of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably requestprevious sentence apply. (b) Each agrees DCB and OLB each agree that it will not, and will cause its representatives their Representatives not to, use any information obtained pursuant to this Section 6.05 5.3 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementContemplated Transactions. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof DCB and any other governmental filings required in order to complete the transactions contemplated by this Agreement, OLB shall hold all information (collectively, the "Information") received by each of Metropolitan and Sky, obtained pursuant to the terms of this Agreement shall be kept in strictest confidence; provided that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan and Sky under Section 6.03. Metropolitan and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all Information and documents obtained 5.3 (as well as any other Information information obtained prior to the date hereof in connection with the entering into this Agreement) in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, which is incorporated herein by reference. The parties hereto agree that such Confidentiality Agreement shall continue in accordance with its terms, notwithstanding the termination of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Confidentiality. (a) Each of Metropolitan and Sky agrees that Prospect shall, upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford the other party Sky and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party Sky may reasonably request and, during such period, it shall furnish promptly to such other party Sky (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking lawsLaws, and (ii) all other information concerning the business, properties and personnel of it Prospect as the other Sky may reasonably request. (b) Sky shall, upon reasonable notice and subject to applicable Laws relating to the exchange of information, afford Prospect and its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), and to such other information as Prospect may reasonably request and, during such period, it shall furnish promptly to Prospect (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking Laws, and (ii) all other information concerning the business or properties of Sky as Prospect may reasonably request. (c) Each of Prospect and Sky agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the "“Information"”) received by each of Metropolitan Prospect and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided provided, however, that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.25 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Metropolitan Prospect and Sky under Section 6.03. Metropolitan Prospect and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of lawLaw, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv) is or becomes readily ascertainable from published information or trade sourcessources or (v) is such that such party is required by Law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this Section 6.05(c) by (A) Law, (B) any court of competent jurisdiction or (C) any inquiry or investigation by any Governmental Authority that is lawfully entitled to require any such disclosure, such party (the “Required Party”) shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (1) is notified of a request for such disclosure from the relevant Governmental Authority or (2) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable Laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party shall furnish only that portion of the information described in this Section 6.05 that is legally required to be disclosed and shall exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this Section 6.05 so furnished. In the event that this Agreement is terminated or the transactions contemplated by this 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 to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (cd) During the period from the date of this Agreement to the Effective Time, each party Prospect shall promptly furnish the other Sky with copies of all monthly and other interim financial statements produced in the ordinary and usual course of business as the same shall become available.