Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of the Company; provided, however, that the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. (b) The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) At all times during Through the period commencing with Closing, each party hereto shall afford to the execution other, including its authorized representatives, reasonable access to its and delivery of this Agreement and continuing until MVB’s, in the earlier to occur case of the termination Purchaser, and MFG’s, in the case of this Agreement pursuant to Article IX and the Effective TimeSeller, the Company shall afford Parent and its financial advisorsbusinesses, business consultantsproperties, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the propertiesassets, books and records records, and personnel, at reasonable hours and after reasonable notice; and the officers of the Purchaser or, with respect to the Seller, MFG shall cause the officers of MFG to, 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 Purchaser’s, MVB’s, or MFG’s, as applicable, normal operations and customer and employee relationships. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of the Company; providedPurchaser’s, howeverMVB’s, that or MFG’s, as applicable, customers, jeopardize the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine privilege of the Person in possession or other applicable privilege applicable to control of such documents or information, or (ii) redact contravene any such documents if (A) granting such access would violate any obligations Requirements of the Company Law or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective binding Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant entered into prior to the access contemplated by date of this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunderAgreement. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise The parties hereto will make appropriate substitute disclosure arrangements to under circumstances in which the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct restrictions of the business previous sentence apply. No investigation by a party hereto shall affect the ability of such party to rely on the representations, warranties, covenants, and Contracts of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationparty. (b) The terms Purchaser and conditions the Seller each agree that it will not, and will cause their representatives and, in the case of the Purchaser, MVB and, in the case of the Seller, MFG, not to, use any information obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with entering into this Agreement) for any purpose unrelated to the consummation of the transactions contemplated hereby. The Purchaser and the Seller shall hold all information obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with entering into this Agreement) in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement entered into by the parties on May 30, 2018, which the parties hereto agree remains in effect and that is incorporated herein by reference. The parties hereto agree that such Confidentiality Agreement shall apply to any continue in accordance with its terms, notwithstanding the termination of this Agreement. The parties hereto further agree that Seller may provide information obtained required by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Fxxxxxxxx County Bank in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms payoff of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, loans with Fxxxxxxxx County Bank as described in confidence in accordance with the Confidentiality AgreementSection 5.1(b)(v) above.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement through the Closing Date, Merchants or First Leesport, as the case may be, shall afford to, and continuing until shall cause each of its Subsidiaries to afford to, the earlier other party and its authorized agents and representatives, complete access to occur 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 Merchants and First Leesport will furnish any person making such investigation on behalf of the termination of this Agreement pursuant to Article IX other party with such financial and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants operating data and other agents and representatives reasonable access during normal business hours, upon reasonable notice, information with respect to the businesses, properties, assets, books and records and personnel of as the Company; provided, however, that the Company may (i) restrict or otherwise prohibit access person making such investigation shall from time to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationtime reasonably request. (b) The terms Merchants and conditions First Leesport each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the Confidentiality other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, MBP shall apply permit employees of FNBL reasonable access to any information obtained by Parent and participation in matters relating to problem loans, loan restructurings and loan work-outs, provided that nothing contained in this subparagraph shall be construed to grant FNBL or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection employees any final decision-making authority with any investigation conducted pursuant respect to such matters. (d) If the access transactions contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality AgreementAgreement shall not be consummated, Merchants and First Leesport will each of the Company destroy or return all documents and Parent shall hold, and shall cause their respective Representatives to hold, all information received records obtained from the other party or its Representativesrepresentatives, directly during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or indirectlypreliminarily thereto to be kept confidential, in confidence in accordance with except to the Confidentiality Agreementextent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. Merchants and First Leesport shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. To the extent applicable, CPA17 and W. P. Carey agree that upon reasonable notice, and except as may otherwise be required or restricted by applicable Law, each shall (aand shall cause its Subsidiaries to) At all times during afford the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Timeother’s officers, the Company shall afford Parent and its financial advisorsemployees, business consultants, legal counsel, accountants and other agents and representatives authorized representatives, reasonable access access, during normal business hours, upon reasonable noticehours throughout the period prior to the Effective Time, to the its executive officers and to its properties, books books, contracts and records and, during such period, each shall (and each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, personnel of the Company; provided, however, that the Company and litigation claims as may (i) restrict or otherwise prohibit access to any documents or information reasonably be requested but only to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations does not unreasonably interfere with the business or operations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contractparty; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 4.11 shall affect or be deemed to modify any representation or 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 parties shall hold all information of the Company other party which is confidential and is reasonably identified as such or should reasonably be known to be confidential in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the receiving party. If this Agreement is terminated for any reason, each party shall promptly return to such other party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and any copies made of (and other extrapolations from or work product or analyses based on) such documents. Notwithstanding anything set forth in this Agreement to the contrary, from and after the date hereof until the consummation of 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 external advisor to CPA17 and the CPA17 Subsidiaries, share, furnish or otherwise impair provide non-public information or data concerning the rights Sale Properties and remedies available the Marketed Properties to Parent and Acquisition Sub hereunder. In any Person; provided that W. P. Carey shall keep the event that CPA17 Special Committee reasonably well informed regarding the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct status of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives potential sales of any of the foregoing to prepare any reports, analyses, appraisals, opinions Sale Properties or other informationMarketed Properties. (b) The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) At all times during Subject to the period commencing with the execution and delivery of this Confidentiality Agreement and continuing until applicable Law relating to the sharing of information, the Company agrees to (i) provide Parent and its Representatives, from time to time prior to the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Article IX and the Effective Timein accordance with this Agreement, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access upon prior notice during normal business hours, upon reasonable notice, hours to the offices, properties, books and records and personnel of the Company; providedCompany and its Subsidiaries, however(ii) furnish to Parent and its Representatives such financial and operating data and other information (in each case, that the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires in the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations actual possession of the Company or its Subsidiaries) as any of such Persons may reasonably request, and (iii) instruct its Subsidiaries employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any its investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possibleSubsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a such manner that does as to be reasonably non-invasive and not to interfere unreasonably interfere (x) with the conduct of the business of the Company and its Subsidiaries and (y) with the timely discharge by the Company’s and its Subsidiaries’ employees of their duties. The Company shall be entitled to have a Representative accompany Parent, Merger Sub and their respective Representatives at all times. (b) Parent shall, and shall cause its Affiliates and Representatives, to hold any non-public information received from the Company, its Affiliates or create a risk of damage Representatives, directly or destruction indirectly, in accordance with the Confidentiality Agreement, and Parent shall use, and shall cause its Affiliates and Representatives to use, any property or assets of non-public information received from the Company or any of its SubsidiariesAffiliates or Representatives only for the purposes of considering or furthering the Transactions and in accordance with the Confidentiality Agreement. Any The Company shall hold, and shall cause its Affiliates and Representatives to hold, any non-public information received from Parent, Merger Sub or any of their respective Affiliates or Representatives, directly or indirectly, in accordance with the Confidentiality Agreement, and the Company shall use, and shall cause its Affiliates and Representatives to use, any non-public information received from Parent, Merger Sub or any of their respective Affiliates or Representatives only for the purpose of furthering the Transactions and in accordance with the Confidentiality Agreement. (c) Notwithstanding Section 6.5(a) or Section 6.5(b), neither the Company nor its Subsidiaries shall be required to provide access to or to disclose any information (i) where such access or disclosure reasonably would be expected to jeopardize the properties attorney-client privilege or work product privilege of the Company or any of its Subsidiaries shall be subject or contravene any Law or (ii) to the Company’s reasonable security measures extent that outside counsel to the Company advises that such access or disclosure should not be permitted or made in order to ensure compliance with any applicable Law. (d) Parent agrees to indemnify, defend and insurance requirements hold the Company and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries harmless from any and all threatened or pending Actions or investigations and any Representatives and all liabilities, including reasonable costs and expenses for the loss, injury to or death of any Parent Representative, to the extent resulting directly from the intentional or negligent action of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. (b) The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or Parent’s Representatives during any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant visit to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, each business or property sites of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality AgreementSubsidiaries.

Access; Confidentiality. (a) At all times Each of Sailfish and Green Energy shall, and each of them shall cause each of its respective Subsidiaries to, (i) afford to the other Party and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (collectively, the “Representatives”), during the period commencing with the execution and delivery of this Agreement and continuing until prior to the earlier to occur of the Effective Time and the termination of this Agreement pursuant to the terms of Article IX and the Effective Time9, the Company shall afford Parent and its financial advisorsreasonable access, business consultants, legal counsel, accountants and other agents and representatives at reasonable access during normal business hours, times upon reasonable prior notice, to the officers, key employees, agents, properties, books offices and other facilities of such Party and its Subsidiaries and to their books, records, contracts and documents and (ii) furnish reasonably promptly to the other Party and its Representatives such information concerning its and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the Company; provided, however, that other Party. Each of Sailfish and Green Energy and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the Company may (i) restrict business or operations of the other Party or its Subsidiaries or otherwise prohibit cause any unreasonable interference with the prompt and timely discharge by the employees of the other Party and its Subsidiaries of their normal duties. Each Party shall have the right to have a designee of such Party accompany the other Party and its Representatives on any visits or inspections of any properties of such Party and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, no Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information to the other Party or any documents or information of its Representatives to the extent that (A) any applicable Law requires the Company such information is subject to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work privilege or the attorney work-product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting that such access would violate any obligations or the furnishing of the Company such information is prohibited by applicable Law or any of its Subsidiaries with respect to confidentiality to any third party an existing contract or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or agreement (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it each Party shall use its reasonable best efforts to communicate obtain the applicable information consent or waiver of any counterparty to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as agreement necessary to preserve disclose information otherwise disclosable hereunder), or that such a privilege access would jeopardize the protection of competitively sensitive information or comply with that such Law or otherwise make appropriate substitute disclosure arrangements to access would unreasonably disrupt the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct operations of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company such Party or any of its Subsidiaries. Any Notwithstanding anything to the contrary in this Agreement, no Party shall have access to the properties personnel records of the Company other Party or any of its Subsidiaries shall be relating to individual performance or evaluation records, medical histories or other information that in such other Party’s good faith opinion upon the advice of legal counsel the disclosure of which could subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 other Party or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries to risk of liability. Notwithstanding the foregoing, no Party shall be permitted to conduct any sampling or any Representatives analysis of any environmental media or building materials at any facility of the foregoing other Party or its Subsidiaries without the prior written consent of such other Party (which may be granted or withheld in such other Party’s sole discretion). Each Party agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to prepare this Section 7.04(a) for any reports, analyses, appraisals, opinions or other informationpurpose unrelated to the Transactions. (b) The terms and conditions Each of the Confidentiality Agreement shall apply Green Signing Parties, Sailfish, New Sailfish and Merger Sub acknowledges that the information provided to any information obtained by Parent or any of it and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant this Agreement and the Transactions is subject to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement between Green Energy and Sailfish, dated as of April 10, 2017 (as amended or modified from time to time, the “Confidentiality Agreement, each ”). The terms of the Company and Parent Confidentiality Agreement are hereby incorporated by reference. The Confidentiality Agreement shall hold, and shall cause terminate at the Closing. (c) No investigation by any of the Parties or their respective Representatives made pursuant to holdthis Section 7.04 shall modify, all information received from nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other party or its Representatives, directly or indirectly, set forth in confidence in accordance with the Confidentiality this Agreement.

Access; Confidentiality. (a) At all times during From the period commencing with date of the execution and delivery of this Agreement and continuing Original Agreement, until the earlier to occur date when the shares of Common Stock owned by the termination of this Agreement pursuant to Article IX and Investors represent less than the Effective TimeQualifying Ownership Interest, the Company shall afford Parent ensure that upon reasonable notice, but no more than once per quarter, the Company and its financial advisorssubsidiaries shall use reasonable efforts to afford to the Investors and their representatives (including officers and employees of the Investors, business consultants, legal and counsel, accountants and other agents and representatives reasonable professionals retained by the Investors) such access during normal business hourshours to its books, upon reasonable noticerecords (including Tax returns and appropriate work papers of independent auditors under normal professional courtesy), to the properties, books and records properties and personnel of the Company; provided, however, that the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access and to such documents or other information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of as the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationInvestors may reasonably request. (b) The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Except as otherwise provided in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement12.2, each of the Company and Parent party to this Agreement shall hold, and shall cause its respective subsidiaries and their respective Representatives 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 (in which case, the party disclosing such information shall provide the other party with prior written notice of its intention to disclose the information), all nonpublic records, books, contracts, instruments, computer data and other data and information received from (collectively “Information”) concerning the other party hereto furnished to it by such other party or its Representativesrepresentatives pursuant to this Agreement (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, directly (2) in the public domain through no fault of such party or indirectly(3) later lawfully acquired from other sources by the party to which it was furnished), in confidence in accordance and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants and advisors and, to the extent permitted above, to bank regulatory authorities. (c) If, through the exercise of its rights under this Section 4.9 or otherwise, an Investor obtains material non-public information about the Company, that Investor will comply with all applicable provisions of law relating to trading on the Confidentiality Agreementbasis of material non-public information, including SEC Rule 10b5-1.

Access; Confidentiality. (a) At During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause the Company Subsidiaries and the Parent Subsidiaries, respectively, and their respective Representatives to, afford to the other Party and its Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all times of their respective properties, offices, books, contracts, commitments and records and to their officers, accountants, manager’s employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period commencing pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent 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 execution and delivery members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and continuing until related agreements, (C) the earlier to occur disclosure of which would violate any Law, legal duty or contractual obligation of the termination Party or any of this Agreement pursuant its Representatives to Article IX and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of the Company; any third party (provided, however, that the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it withholding Party shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted 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 the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries an Acceptable Confidentiality Agreement), or create a risk of damage (D) if it would jeopardize attorney work product or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationattorney client privilege. (b) The terms and conditions Each of the Confidentiality Agreement shall apply Parties will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted exchanged pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted 7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, each form of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreementconfidentiality agreement attached hereto as Exhibit B as if such Party was a “Recipient” as defined therein.

Access; Confidentiality. (a) At all times Each of Sailfish and Green Energy shall, and each of them shall cause each of its respective Subsidiaries to, (i) afford to the other Party and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (collectively, the “Representatives”), during the period commencing with the execution and delivery of this Agreement and continuing until prior to the earlier to occur of the Effective Time and the termination of this Agreement pursuant to the terms of Article IX and the Effective Time9, the Company shall afford Parent and its financial advisorsreasonable access, business consultants, legal counsel, accountants and other agents and representatives at reasonable access during normal business hours, times upon reasonable prior notice, to the officers, key employees, agents, properties, books offices and other facilities of such Party and its Subsidiaries and to their books, records, contracts and documents and (ii) furnish reasonably promptly to the other Party and its Representatives such information concerning its and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the Company; provided, however, that other Party. Each of Sailfish and Green Energy and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the Company may (i) restrict business or operations of the other Party or its Subsidiaries or otherwise prohibit cause any unreasonable interference with the prompt and timely discharge by the employees of the other Party and its Subsidiaries of their normal duties. Each Party shall have the right to have a designee of such Party accompany the other Party and its Representatives on any visits or inspections of any properties of such Party and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, no Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information to the other Party or any documents or information of its Representatives to the extent that (A) any applicable Law requires the Company such information is subject to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work privilege or the attorney work-product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting that such access would violate any obligations or the furnishing of the Company such information is prohibited by applicable Law or any of its Subsidiaries with respect to confidentiality to any third party an existing contract or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or agreement (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it each Party shall use its reasonable best efforts to communicate obtain the applicable information consent or waiver of any counterparty to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as agreement necessary to preserve disclose information otherwise disclosable hereunder), or that such a privilege access would jeopardize the protection of competitively sensitive information or comply with that such Law or otherwise make appropriate substitute disclosure arrangements to access would unreasonably disrupt the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct operations of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company such Party or any of its Subsidiaries. Any Notwithstanding anything to the contrary in this Agreement, no Party shall have access to the properties personnel records of the Company other Party or any of its Subsidiaries shall be relating to individual performance or evaluation records, medical histories or other information that in such other Party’s good faith opinion upon the advice of legal counsel the disclosure of which could subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 other Party or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries to risk of liability. Notwithstanding the foregoing, no Party shall be permitted to conduct any sampling or any Representatives analysis of any environmental media or building materials at any facility of the foregoing other Party or its Subsidiaries without the prior written consent of such other Party (which may be granted or withheld in such other Party’s sole discretion). Each Party agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to prepare this Section 7.04(a) for any reports, analyses, appraisals, opinions or other information.purpose unrelated to the Transactions. Table of Contents (b) The terms and conditions Each of the Confidentiality Agreement shall apply Green Signing Parties, Sailfish, New Sailfish and Merger Sub acknowledges that the information provided to any information obtained by Parent or any of it and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant this Agreement and the Transactions is subject to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement between Green Energy and Sailfish, dated as of April 10, 2017 (as amended or modified from time to time, the “Confidentiality Agreement, each ”). The terms of the Company and Parent Confidentiality Agreement are hereby incorporated by reference. The Confidentiality Agreement shall hold, and shall cause terminate at the Closing. (c) No investigation by any of the Parties or their respective Representatives made pursuant to holdthis Section 7.04 shall modify, all information received from nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other party or its Representatives, directly or indirectly, set forth in confidence in accordance with the Confidentiality this Agreement.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until the earlier Closing Date, upon reasonable prior notice to occur of the termination of this Agreement pursuant to Article IX Company, the Stockholders and the Effective Time, the Company shall afford Parent (and shall cause each of its financial advisorsSubsidiaries to) give the Purchasers and their authorized representatives (including their independent public accountants, business consultants, legal counsel, accountants environmental consultants and other agents and representatives attorneys) reasonable access during normal business hourshours to its executive officers, upon reasonable noticeemployees, to the properties, books books, and records records, and personnel of shall furnish the Company; provided, however, that the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; Purchasers and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply their respective authorized representatives with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of financial and operating data and other information concerning the business and properties of the Company and its Subsidiaries or create a risk of damage or destruction may from time to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationtime reasonably request. (b) The terms and conditions of Following the Confidentiality Closing Date, all information disclosed in writing, whether before or after the date hereof, pursuant to this Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to any investigation conducted pursuant to the access other Party (or its representatives) shall be kept confidential by such other Party and its representatives and shall not be used by any Persons other than as contemplated by this Section 7.8. Except for disclosures expressly permitted Agreement, except to the extent that (a) such information was known by the terms recipient when received, (b) such information is or hereafter becomes lawfully obtainable from other sources, (c) it is necessary or appropriate to disclose such information to a Governmental Agency having jurisdiction over the Party from whom disclosure is sought, (d) any requirement of law or governmental rule or regulation requires otherwise, (e) such duty as to confidentiality is waived in writing by the other Party, (f) with respect to the confidentiality obligations of the Confidentiality AgreementPurchasers hereunder, each such information as any Purchaser deems necessary to provide to any prospective transferee of the Purchased Shares; provided, that such prospective transferee agrees to be bound by the provisions of this Section 9.7, or (g) the Company and Parent shall holddeems such dissolution necessary to conduct its affairs (including, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectlywithout limitation, in confidence in accordance with order to facilitate a financing transaction involving the Confidentiality AgreementCompany).

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Effective Time and subject to occur the requirements of the termination of this Agreement pursuant to Article IX and the Effective Timeapplicable Laws, the Company and Parent shall afford Parent and each (i) give to the other party, its counsel, financial advisors, business consultantsauditors, legal counsel, accountants potential Financing Sources and other agents consultants and authorized representatives reasonable access during normal business hours, upon reasonable notice, hours to the offices, properties, books and records of such party and personnel its Subsidiaries, (ii) furnish to the other party, its counsel, financial advisors, auditors, potential Financing Sources, and other consultants and authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct its and its Subsidiaries’ employees, counsel, financial advisors, auditors and other authorized representatives to cooperate reasonably with the other party in its investigation of such party and such party’s Subsidiaries (including, but not limited to, in the case of clauses (i)-(iii), for the purpose of ensuring that the business conducted by the Company complies with, and does not raise material liability risks under, applicable Laws, including, without limitation, Anti-Corruption Laws), except that nothing herein shall require any party to disclose any information that would cause a risk of a loss of privilege to such party or its Subsidiaries. Notwithstanding the above, no party nor its representatives shall have the right to conduct environmental sampling on any of the Company; providedproperties owned or operated by the other party or its Subsidiaries. Any investigation pursuant to this Section 7.10(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of any party or its Subsidiaries. The cooperation provisions of this paragraph extend fully to all overseas business, howeverjoint venture, and subsidiary locations. In addition, each of the Company and Parent agree to use their reasonable best efforts to facilitate meetings with joint venture partners, agents, representatives, consultants, customs brokers, and other third parties that the other party or its counsel determine may be relevant to due diligence. Each of Parent and the Company may shall have the right, in its sole discretion to have a representative present for investigations, interviews and visits. (ib) restrict or otherwise prohibit access to any documents or information Prior to the extent that (A) any applicable Law requires mailing of the Proxy/Prospectus to the Company’s stockholders and within one week of the Closing, Parent shall provide the Company a reasonable opportunity to restrict meet with the executive officers of the Parent to conduct reasonable due diligence to confirm whether any statement in such Proxy/Prospectus, in light of the circumstances in which it was made, is not false or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise misleading with respect to a material risk fact or does not omit to state a material fact necessary to make the statements made in the Proxy/Prospectus not misleading. (c) Each of waiving any attorney-client privilegeParent and the Company shall, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations until the earlier of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which Effective Time and the Company or any of its Subsidiaries is a party or eighteen (B18) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty month anniversary of the Company set forth in termination of this Agreement or otherwise impair the rights Agreement, hold, and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and cause its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. (b) The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, in confidence, unless compelled to disclose by Law, all confidential documents and information received concerning the other party furnished or otherwise made available to it or its Affiliates in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, the Company Disclosure Letter and Parent Disclosure Letter, as applicable), except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by such party, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired by such party from sources other than the other party; provided that each of Parent and the Company may disclose such information to its Representatives in connection with the transactions contemplated by this Agreement so long as such party informs such Persons of the confidential nature of such information and directs them to treat it confidentially. Each of Parent and the Company shall satisfy its obligation to hold any such information in confidence if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. If this Agreement is terminated, each of Parent and the Company shall, and shall use its reasonable best efforts to cause its Representatives to, destroy or deliver to the other party, upon request, all documents and other materials, and all copies thereof, that it or its Affiliates obtained, or that were obtained on their behalf, from the other party or its Representatives, directly or indirectly, in confidence in accordance connection with this Agreement and that are subject to such confidence. “Law” for purposes of this Section 7.10(c) shall include the Confidentiality Agreementrules of any national securities exchange.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement through the Closing Date, FNBSM or Penns Woods, as the case may be, shall afford to, and continuing until Penxx Xxods shall cause each Subsidiary to afford to, the earlier xxxxr party and its authorized agents and representatives, complete access to occur 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 FNBSM and Penns Woods will furnish any person making such investigaxxxx on behalf of the termination of this Agreement pursuant to Article IX other party with such financial and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants operating data and other agents and representatives reasonable access during normal business hours, upon reasonable notice, information with respect to the businesses, properties, assets, books and records and personnel of as the Company; provided, however, that the Company may (i) restrict or otherwise prohibit access person making such investigation shall from time to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationtime reasonably request. (b) The terms FNBSM and conditions Penns Woods each agree to conduct such investigation and xxxxxssions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the Confidentiality other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, FNBSM shall apply permit employees of JSSB reasonable access to any information obtained by Parent and participation in matters relating to problem loans, loan restructurings and loan work-outs, provided that nothing contained in this subparagraph shall be construed to grant JSSB or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection employees any final decision-making authority with any investigation conducted pursuant respect to such matters. (d) If the access transactions contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality AgreementAgreement shall not be consummated, FNBSM and Penns Woods will each of the Company destroy or return all documents and Parent shall hold, and shall cause their respective Representatives to hold, all information received xxxxrds obtained from the other party or its Representativesrepresentatives, directly during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or indirectlypreliminarily thereto to be kept confidential, in confidence in accordance with except to the Confidentiality Agreementextent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. FNBSM and Penns Woods shall each give prompt notice to the other paxxx xf any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement through the Closing Date, Peoples or Sovereign, as the case may be, shall afford to, and continuing until shall cause each Peoples Subsidiary or Sovereign Subsidiary to afford to, the earlier other party and its authorized agents and representatives, complete access to occur their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of Peoples and Sovereign will furnish any person making such investigation on behalf of the termination of this Agreement pursuant to Article IX other party with such financial and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants operating data and other agents and representatives reasonable access during normal business hours, upon reasonable notice, information with respect to the businesses, properties, assets, books and records and personnel of as the Company; provided, however, that the Company may (i) restrict or otherwise prohibit access person making such investigation shall from time to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationtime reasonably request. (b) The terms Peoples and conditions Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, Peoples shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of Peoples and the Peoples Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. (d) If the transactions contemplated by this Section 7.8. Except for disclosures expressly permitted by Agreement shall not be consummated, Peoples and Sovereign will comply with the terms of the Confidentiality Agreementconfidentiality agreement dated August 28, 1998 and each of the Company destroy or return all documents and Parent shall hold, and shall cause their respective Representatives to hold, all information received records obtained from the other party or its Representativesrepresentatives, directly during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or indirectlypreliminarily thereto to be kept confidential, in confidence in accordance with except to the Confidentiality Agreementextent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. Peoples and Sovereign shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement through the Closing Date, WJB or Sovereign, as the case may be, shall afford to, and continuing until shall cause each WJB Subsidiary or Sovereign Subsidiary to afford to, the earlier other party and its authorized agents and representatives, complete access to occur their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of WJB and Sovereign will furnish any person making such investigation on behalf of the termination of this Agreement pursuant to Article IX other party with such financial and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants operating data and other agents and representatives reasonable access during normal business hours, upon reasonable notice, information with respect to the businesses, properties, assets, books and records and personnel of as the Company; providedperson making such investigation shall from time to time reasonably request. Notwithstanding the foregoing, however, that the Company may (i) restrict or otherwise prohibit neither Sovereign nor WJB shall be required to provide access to any documents or disclose information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting where such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound disclosure would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair prejudice the rights and remedies available to Parent and Acquisition Sub hereunderof any customer or would contravene any law, rule, regulation, order or judgment. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall The parties will use its reasonable their best efforts to communicate the applicable information to Parent obtain waivers of any such restriction and in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise any event make appropriate substitute disclosure arrangements to under circumstances in which the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct restrictions of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationpreceding sentence apply. (b) The terms WJB and conditions Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to party. (c) If the access transactions contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality AgreementAgreement shall not be consummated, WJB and Sovereign will each of the Company destroy or return all documents and Parent shall hold, and shall cause their respective Representatives to hold, all information received records obtained from the other party or its Representativesrepresentatives, during the course of its investigation and will not directly or indirectlyindirectly use such information for any competitive or commercial purpose or for any other purpose not expressly permitted hereby. Sovereign or WJB will cause all information with respect to the other party and its Subsidiaries obtained pursuant to this Agreement or preliminarily thereto to be used solely for the purpose of evaluating the Merger and the Bank Merger contemplated hereby and to be treated as the sole property of the party delivering the information until the consummation of the Merger contemplated hereby, in confidence in accordance with and will cause all such information to be kept confidential, except to the Confidentiality Agreementextent such information is or becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. WJB and Sovereign shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) At all times during Between the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective TimeClosing, the Company shall (i) afford Parent Purchaser and its financial advisors, business consultants, legal counsel, accountants and other agents and authorized representatives reasonable access during normal business hoursto all books, upon reasonable noticerecords, offices and other facilities of the Company and each Company Subsidiary, (ii) permit Purchaser to the properties, make such inspections and to make copies of such books and records as it may reasonably require and personnel of the Company; provided, however, that the Company may (iiii) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply furnish Purchaser with such Law or otherwise make appropriate substitute disclosure arrangements financial and operating data and other information as Purchaser may from time to the extent possibletime reasonably request. Any investigation conducted pursuant to the access contemplated by this Section 7.8 Purchaser and its authorized representatives shall be conducted conduct all such inspections in a manner that does not unreasonably interfere with the conduct of will minimize disruptions to the business and operations of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to Between the properties date of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement and the Closing, Purchaser shall be construed respond to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationShareholder's reasonable requests for information regarding the Purchaser and the status of Purchaser's financing efforts. (b) The terms and conditions Each of the Confidentiality Agreement shall apply to any information obtained by Parent or any parties agree (on behalf of itself and each of its financial advisorsrespective affiliates, business consultantsdirectors, legal officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with safe and sound banking practices, any non-public information supplied to it by the other party, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by applicable Law, (ii) to counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant or (iii) to the access contemplated extent that such information is already publicly known not as result of any breach of this Section; provided, that unless specifically prohibited by this Section 7.8. Except for disclosures expressly permitted by applicable law or court order, the terms of the Confidentiality Agreement, each of the Company and Parent disclosing party shall hold, and shall cause their respective Representatives to hold, all information received from notify the other party or its Representatives, directly or indirectly, in confidence in accordance with of any request by any Governmental Entity for disclosure of any such non-public information prior to disclosure of such information. The foregoing provisions shall not apply to Purchaser after the Confidentiality AgreementClosing.

Access; Confidentiality. (a) At During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause each of the other Parent Entities and the other Company Entities, respectively, to, afford to the other Parties and to their respective Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all times of their and their respective Subsidiaries' respective properties, offices, books, contracts, commitments, personnel and records and to its and its respective Subsidiaries' officers, accountants, manager's employees, counsel and other Representatives, and, during such period, each Party shall reasonably promptly make available to the other Party, subject, in the case of competitively sensitive information, to any "clean-room" arrangements agreed between the Parties, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period commencing pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to the execution consideration, negotiation and delivery performance of this Agreement and continuing until related agreements, (B) the earlier to occur disclosure of which would violate any Law or legal duty of the termination Party or any of this Agreement pursuant to Article IX and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of the Company; Representatives (provided, however, that the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it withholding Party shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to permit reasonable disclosure not in violation of any Law or statutory duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the extent possible. Any investigation conducted pursuant withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the access contemplated by this Section 7.8 shall be conducted in a manner maximum extent that does not unreasonably interfere with the conduct result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the business Parties will use its reasonable best efforts to minimize any disruption to the businesses of the Company other parties that may result from the requests for access, data and information hereunder. Notwithstanding any other provision of this Agreement, each Party agrees that it will not, and will cause its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access Representatives not to, prior to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the CompanyEffective Time, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. (b) The terms and conditions of the Confidentiality Agreement shall apply to use any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except 7.1 for disclosures expressly permitted by any competitive or other purpose unrelated to the terms consummation of the Confidentiality AgreementMerger, each of the Company and Parent shall holdother Transactions, the Financing or the Healthcare Properties Sale. Prior to the Effective Time, neither Party shall, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with third parties with which the other Party has a business relationship (including tenants/subtenants) regarding the business of the other Party and its Subsidiaries without the prior written consent of the other Party (provided that, for the avoidance of doubt, nothing in this Section 7.1 shall be deemed to restrict any Party and their respective Representatives and Affiliates from contacting such parties in pursuing its own business in the ordinary course). (b) Unless and until the Closing occurs, each of the Parties will hold, and will cause its Representatives and Affiliates to hold, all any nonpublic information, including any information received from the other party or its Representatives, directly or indirectlyexchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with with, and will otherwise comply with, the terms of the Company Confidentiality Agreement and the Parent Confidentiality Agreement. (c) Notwithstanding the foregoing in this Section 7.1, Parent and its Affiliates and Representatives may disclose to the Financing Sources, SNH and their Representatives, and Parent and its Affiliates and Representatives and the Financing Sources, SNH and their Representatives may use, any such information regarding the Company and the Company Subsidiaries and their business, this Agreement, the Transactions and the Healthcare Properties Sale and documents related thereto, and the Company shall, and shall cause each of the other Company Entities to, afford the Financing Sources, SNH and their Representatives access to the Company's and the Company Subsidiaries' properties, offices, books, contracts, commitments, personnel and records and officers, accountants, manager's employees, counsel and other Representatives as described in Section 7.1(a), in each case, in connection with the Financing, any Alternate Financing or other alternative financing in connection with the Transactions or the Healthcare Properties Sale, including as part of the due diligence investigation by (i) the Financing Sources and their Representatives, for preparation of Offering Materials, and during syndication or marketing of the Financing, Alternate Financing or other alternative financing in connection with the Transactions or (ii) SNH and its lenders and Representatives; provided, however, in each case, that the Financing Sources or SNH, as applicable, shall first have entered into customary confidentiality undertakings with respect to such information (which may, in the case of the Financing Sources, include through a notice and deemed undertaking in a form customarily used in Offering Materials).

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Effective Time and subject to occur the requirements of the termination of this Agreement pursuant to Article IX and the Effective Timeapplicable Laws, the Company and Parent shall afford Parent and each (i) give to the other party, its counsel, financial advisors, business consultantsauditors, legal counsel, accountants potential Financing Sources and other agents consultants and authorized representatives reasonable access during normal business hours, upon reasonable notice, hours to the offices, properties, books and records of such party and personnel its Subsidiaries, (ii) furnish to the other party, its counsel, financial advisors, auditors, potential Financing Sources, and other consultants and authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct its and its Subsidiaries’ employees, counsel, financial advisors, auditors and other authorized representatives to cooperate reasonably with the other party in its investigation of such party and such party’s Subsidiaries (including, but not limited to, in the case of clauses (i)-(iii), for the purpose of ensuring that the business conducted by the Company complies with, and does not raise material liability risks under, applicable Laws, including, without limitation, Anti-Corruption Laws), except that nothing herein shall require any party to disclose any information that would cause a risk of a loss of privilege to such party or its Subsidiaries. Notwithstanding the above, no party nor its representatives shall have the right to conduct environmental sampling on any of the Company; providedproperties owned or operated by the other party or its Subsidiaries. Any investigation pursuant to this Section 7.10(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of any party or its Subsidiaries. The cooperation provisions of this paragraph extend fully to all overseas business, howeverjoint venture, and subsidiary locations. In addition, each of the Company and Parent agree to use their reasonable best efforts to facilitate meetings with joint venture partners, agents, representatives, consultants, customs brokers, and other third parties that the other party or its counsel determine may be relevant to due diligence. Each of Parent and the Company may shall have the right, in its sole discretion to have a representative present for investigations, interviews and visits. (ib) restrict or otherwise prohibit access to any documents or information Prior to the extent that (A) any applicable Law requires mailing of the Proxy/Prospectus to the Company’s stockholders and within one week of the Closing, Parent shall provide the Company a reasonable opportunity to restrict meet with the executive officers of the Parent to conduct reasonable due diligence to confirm whether any statement in such Proxy/Prospectus, in light of the circumstances in which it was made, is not false or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise misleading with respect to a material risk fact or does not omit to state a material fact necessary to make the statements made in the Proxy/Prospectus not misleading. (c) Each of waiving any attorney-client privilegeParent and the Company shall, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations until the earlier of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which Effective Time and the Company or any of its Subsidiaries is a party or eighteen (B18) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty month anniversary of the Company set forth in termination of this Agreement or otherwise impair the rights Agreement, hold, and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate cause its Representatives to hold, in confidence, unless compelled to disclose by Law, all confidential documents and information concerning the applicable other party furnished or otherwise made available to it or its Affiliates in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, the Company Disclosure Letter and Parent Disclosure Letter, as applicable), except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by such party, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired by such party from sources other than the other party; provided that each of Parent and the Company may disclose such information to its Representatives in connection with the transactions contemplated by this Agreement so long as such party informs such Persons of the confidential nature of such information and directs them to treat it confidentially. Each of Parent in a way that would not violate and the applicable Law, Contract or Company shall satisfy its obligation or to waive such a privilege including by providing hold any such information in redacted form confidence if it exercises the same care with respect to such information as necessary it would take to preserve the confidentiality of its own similar information. If this Agreement is terminated, each of Parent and the Company shall, and shall use its reasonable best efforts to cause its Representatives to, destroy or deliver to the other party, upon request, all documents and other materials, and all copies thereof, that it or its Affiliates obtained, or that were obtained on their behalf, from the other party in connection with this Agreement and that are subject to such confidence. “Law” for purposes of this Section 7.10(c) shall include the rules of any national securities exchange. (d) Nothing in this Section 7.10 shall require either party to permit any inspection, or to disclose any information, that in the reasonable judgment of such party would (i) violate any of its respective obligations with respect to confidentiality or (ii) result in a privilege or comply with such violation of applicable Law or otherwise loss of privilege. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements to under circumstances in which the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct restrictions of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationpreceding sentence apply. (be) The terms No investigation by and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent parties or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives made pursuant to holdthis Section 7.10 shall modify, all information received from nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other party or its Representatives, directly or indirectly, set forth in confidence in accordance with the Confidentiality this Agreement.

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and Through the Effective Time, the Company each party hereto shall afford Parent to the other, including its authorized agents and Representatives, reasonable access to its and its financial advisorsSubsidiaries’ businesses, business consultantsproperties, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the propertiesassets, books and records records, and personnel, at reasonable hours and after reasonable notice; and the officers of each party shall furnish the other party making such investigation, including its authorized agents and Representatives, with such financial and operating data and other information with respect to such businesses, properties, assets, books and records, and personnel of as the Company; providedparty making such investigation, howeveror its authorized agents and Representatives, shall from time to time reasonably request. Each party hereto agrees that it and its authorized agents and 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 Company may (i) restrict or otherwise prohibit other party’s normal operations and customer and employee relationships. Notwithstanding the foregoing, neither party shall be required to provide access to any documents or to disclose information to where such access or disclosure would violate the extent that (A) any applicable Law requires rights of its customers, jeopardize the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine privilege of the entity in possession or other applicable privilege applicable to control of such documents or information, or (ii) redact contravene any such documents if (A) granting such access would violate any obligations of the Company Law or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant binding agreement entered into prior to the access contemplated by date of this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunderAgreement. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise The parties hereto will make appropriate substitute disclosure arrangements to under circumstances in which the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct restrictions of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationprevious sentence apply. (b) The terms Each party agrees that it will not, and conditions of the Confidentiality Agreement shall apply to will cause its Representatives not to, use any information obtained by Parent or pursuant to this Section 5.4 (as well as any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives information obtained prior to the date hereof in connection with entering into this Agreement) for any investigation conducted purpose unrelated to the consummation of the Contemplated Transactions. The parties hereto shall hold all information obtained pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by 5.4 (as well as any other information obtained prior to the terms date hereof in connection with entering into this Agreement) in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, each of the Company and Parent which is incorporated herein by reference. The parties hereto agree that such Confidentiality Agreement shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence continue in accordance with its terms, notwithstanding the Confidentiality termination of this Agreement.

Access; Confidentiality. (a) At During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause each of the other Parent Entities and the other Company Entities, respectively, to, afford to the other Parties and to their respective Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all times of their and their respective Subsidiaries’ respective properties, offices, books, contracts, commitments, personnel and records and to its and its respective Subsidiaries’ officers, accountants, manager’s employees, counsel and other Representatives, and, during such period, each Party shall reasonably promptly make available to the other Party, subject, in the case of competitively sensitive information, to any “clean-room” arrangements agreed between the Parties, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period commencing pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to the execution consideration, negotiation and delivery performance of this Agreement and continuing until related agreements, (B) the earlier to occur disclosure of which would violate any Law or legal duty of the termination Party or any of this Agreement pursuant to Article IX and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of the Company; Representatives (provided, however, that the Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it withholding Party shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to permit reasonable disclosure not in violation of any Law or statutory duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the extent possible. Any investigation conducted pursuant withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the access contemplated by this Section 7.8 shall be conducted in a manner maximum extent that does not unreasonably interfere with the conduct result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the business Parties will use its reasonable best efforts to minimize any disruption to the businesses of the Company other parties that may result from the requests for access, data and information hereunder. Notwithstanding any other provision of this Agreement, each Party agrees that it will not, and will cause its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access Representatives not to, prior to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the CompanyEffective Time, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. (b) The terms and conditions of the Confidentiality Agreement shall apply to use any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except 7.1 for disclosures expressly permitted by any competitive or other purpose unrelated to the terms consummation of the Confidentiality AgreementMerger, each of the Company and Parent shall holdother Transactions, the Financing or the Healthcare Properties Sale. Prior to the Effective Time, neither Party shall, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with third parties with which the other Party has a business relationship (including tenants/subtenants) regarding the business of the other Party and its Subsidiaries without the prior written consent of the other Party (provided that, for the avoidance of doubt, nothing in this Section 7.1 shall be deemed to restrict any Party and their respective Representatives and Affiliates from contacting such parties in pursuing its own business in the ordinary course). (b) Unless and until the Closing occurs, each of the Parties will hold, and will cause its Representatives and Affiliates to hold, all any nonpublic information, including any information received from the other party or its Representatives, directly or indirectlyexchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with with, and will otherwise comply with, the terms of the Company Confidentiality Agreement and the Parent Confidentiality Agreement. (c) Notwithstanding the foregoing in this Section 7.1, Parent and its Affiliates and Representatives may disclose to the Financing Sources, SNH and their Representatives, and Parent and its Affiliates and Representatives and the Financing Sources, SNH and their Representatives may use, any such information regarding the Company and the Company Subsidiaries and their business, this Agreement, the Transactions and the Healthcare Properties Sale and documents related thereto, and the Company shall, and shall cause each of the other Company Entities to, afford the Financing Sources, SNH and their Representatives access to the Company’s and the Company Subsidiaries’ properties, offices, books, contracts, commitments, personnel and records and officers, accountants, manager’s employees, counsel and other Representatives as described in Section 7.1(a), in each case, in connection with the Financing, any Alternate Financing or other alternative financing in connection with the Transactions or the Healthcare Properties Sale, including as part of the due diligence investigation by (i) the Financing Sources and their Representatives, for preparation of Offering Materials, and during syndication or marketing of the Financing, Alternate Financing or other alternative financing in connection with the Transactions or (ii) SNH and its lenders and Representatives; provided, however, in each case, that the Financing Sources or SNH, as applicable, shall first have entered into customary confidentiality undertakings with respect to such information (which may, in the case of the Financing Sources, include through a notice and deemed undertaking in a form customarily used in Offering Materials).

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement through the Closing Date, First Home or Sovereign, as the case may be, shall afford to, and continuing until shall cause each First Home Subsidiary or Sovereign Subsidiary to afford to, the earlier other party and its authorized agents and representatives, complete access to occur their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of First Home and Sovereign will furnish any person making such investigation on behalf of the termination of this Agreement pursuant to Article IX other party with such financial and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants operating data and other agents and representatives reasonable access during normal business hours, upon reasonable notice, information with respect to the businesses, properties, assets, books and records and personnel of as the Company; provided, however, that the Company may (i) restrict or otherwise prohibit access person making such investigation shall from time to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationtime reasonably request. (b) The terms First Home and conditions Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, First Home shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of First Home and the First Home Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause First Home or any First Home Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and First Home, of the assets or property securing any loan made by First Home or any First Home Subsidiary, with a principal balance of $500,000 or more. (d) If the transactions contemplated by this Section 7.8. Except for disclosures expressly permitted by the terms of the Confidentiality AgreementAgreement shall not be consummated, First Home and Sovereign will each of the Company destroy or return all documents and Parent shall hold, and shall cause their respective Representatives to hold, all information received records obtained from the other party or its Representativesrepresentatives, directly during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or indirectlypreliminarily thereto to be kept confidential, in confidence in accordance with except to the Confidentiality Agreement.extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. First Home and Sovereign shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required. A-26