Common use of Access to Information and Premises Clause in Contracts

Access to Information and Premises. (a) The Company shall provide Parent and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8). (b) Parent will use such information as is provided to it by the Company or the Company Subsidiaries , or Representatives thereof, solely for the purpose of conducting business, legal and financial reviews of the Company and the Company Subsidiaries and for such other purposes as may be related to this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11, 2015 (the “Confidentiality Agreement”).

Access to Information and Premises. (a) The Company shall provide Parent and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any dutyduty or breach any Contract that is in effect as of the date hereof. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, or (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8). (b) Parent will use such information as is provided to it by the Company or the Company Subsidiaries Subsidiaries, or Representatives thereof, solely for the purpose of conducting business, legal and financial reviews of the Company and the Company Subsidiaries and for such other purposes as may be related to this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11August 2, 2015 2022 (the “Confidentiality Agreement”).

Access to Information and Premises. (a) The Each of the Company and CCCS Holdings, on the one hand, and the Buyer and Checksmart, on the other hand, shall provide Parent afford to the other and its Representatives full to the officers, employees, accountants, counsel, financial advisors, environmental consultants and other representatives of such other party access, during normal business hours and on reasonable advance notice during the period prior to the CompanyClosing, to further information (to the extent permissible under Applicable Law) all of its and the Company’s and Company its Subsidiaries’ premises for purposes of (i) observing the Company’s properties, books, contracts, commitments, personnel and the Company Subsidiaries’ business activities records and operations all other information concerning its business, properties and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assetspersonnel as such other party may reasonably request; provided, however, that nothing in this Agreement will obligate any party to take actions that would unreasonably disrupt the foregoing actions normal course of its business or violate the terms of any applicable Law or any Contract to which it is a party or to which any of its assets are subject; and provided, further, that (a) the Buyer Parties shall not (xand Checksmart shall cause its Subsidiaries not to) unduly interfere with the contact any material business operations relation of the Company or its Subsidiaries without the prior written approval (not to be unreasonably withheld, delayed or conditioned) of the Seller Representative and (b) none of the Seller Parties, the Company Subsidiaries, or CCCS Holdings shall not (y) require and the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that Seller Parties and the Company shall use cause the Company and its reasonable best efforts Subsidiaries not to) contact any material business relation of the Buyer Parties without the prior written approval (not to allow for such access be unreasonably withheld, delayed or disclosure conditioned) of the Buyer. Prior to the maximum extent that does not result in a loss of any such attorney-clientClosing, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in on the waiver one hand, and the Buyer, on the other hand, shall generally keep the other informed as to all material matters involving the operations and businesses of such other party and its Subsidiaries. Each of the attorney-client privilegeCompany, or (4) related on the one hand, and Checksmart, on the other hand, shall authorize and direct its and its Subsidiaries’ appropriate directors, managers, officers and employees to an Acquisition Proposal (disclosure discuss, on a regular basis during normal business hours, matters involving the operations and business of which shall be governed solely by Section 4.8). (b) Parent will use such information as is provided to it by the Company or the Company party and its Subsidiaries , or Representatives thereof, solely for the purpose of conducting business, legal and financial reviews with representatives of the Company and other party, provided that the Company Subsidiaries and for foregoing shall not unreasonably disrupt the conduct of such other purposes as may be related to this Agreement, and Parent will, and will direct all of party’s or its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11, 2015 (the “Confidentiality Agreement”)Subsidiaries’ business.

Access to Information and Premises. (a) The Company shall provide Parent and its Representatives full access, and reasonable access to the Company during normal business hours and on reasonable advance notice to the as coordinated with Company’s Human Resources Director, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult consulting with their such Company officers and employees regarding the same as approved by Company on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any dutyduty or breach any Contract that is in effect as of the date hereof. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, or (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8). (b) Parent will use such information as is provided to it by the Company or the Company Subsidiaries Subsidiaries, or Representatives thereof, solely for the purpose of conducting business, legal and financial reviews of the Company and the Company Subsidiaries and for such other purposes as may be related to this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11June 10, 2015 2025 (the “Confidentiality Agreement”).

Access to Information and Premises. (a) The Company shall provide Parent Seller agrees that, between the Signing Date and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance pursuant to Article VI, Purchaser, Purchaser's Affiliates' lenders, and their respective representatives shall, upon reasonable notice and so long as such access does not unreasonably interfere with its termsthe business operations of Seller (and subject to the rights of any landlord), have reasonable access during normal business hours, or other times reasonably agreed, to all Real Property and shall be entitled to make such reasonable investigation of the properties, businesses and operations of -30- Seller (including without limitation engineering studies, surveys, inspections relating to title work and physical inspections of the Real Property and/or Improvements and any environmental assessments, audits and investigations (including without limitation, the Company procurement and analysis of soil, water, air, and building samples at any or all of the Individual Premises and the preparation and disclosure of BEAs) or to conduct a physical inspection of the Merchandise and physical inspection of the equipment and Improvements) located at each Individual Premises and shall promptly be entitled to examine the books and records and financial condition of Seller related to the Business and the operation of the Purchased Assets whether evidenced in writing, electronic data, computer software or otherwise, as they reasonably request, and to make extracts and copies (at Purchaser's sole expense) to the extent necessary of such items. Notwithstanding anything to the contrary, Purchaser shall not have access to the general ledger and financial accounting systems of Seller; however, Seller will provide Purchaser with hard-copies of information from such systems as reasonably requested by Seller. Purchaser shall provide Seller with copies of its environmental assessments, audits, investigations and BEAs as soon as reasonably practicable after they become available. No information received from Seller, or obtained from any investigation by Purchaser, after the Signing Date shall in any way affect any representations or warranties made herein, the conditions to Parent a copy the obligations of each reportthe respective Parties to consummate the transactions contemplated by this Agreement, scheduleor Purchaser's indemnification rights pursuant to Article VII. To the extent reasonably available to Seller, registration statement Seller shall provide Purchaser with access to daily operating results and other document filed, furnished information concerning the performance of Seller's business. If Purchaser or received by it during such period its representatives enter upon the Real Property pursuant to the requirements of federal terms hereof, Purchaser agrees to indemnify and state banking laws hold Seller harmless from all damage caused to any person, Real Property or federal or state securities laws, and Purchased Assets as a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions result of such documents relating entry and the acts or omissions of Purchaser or its representatives; and provided further, Purchaser shall restore or repair the Real Property or Purchased Assets to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Lawcondition that existed prior to such entry. The Company foregoing indemnity shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to survive the board termination of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8)this Agreement. (b) Parent will use such information as is provided From the Signing Date through the Closing Date, Seller shall deliver to it by the Company or the Company Subsidiaries , or Representatives thereof, solely Purchaser copies of (i) Seller's routine periodic financial statements for the purpose of conducting business, legal and financial reviews each of the Company Individual Premises (by store and on a consolidated basis), in each case as soon as reasonably practicable (and in any event within fifteen (15) business days following the Company Subsidiaries end of each accounting period), (ii) routine weekly sales, margin, labor and other operational reports for each of the Individual Premises as soon as reasonably practicable following the end of each week, and (iii) such other purposes routine available information regarding the operation of the Business and each of the Individual Premises as Purchaser may be related to reasonably request. Upon the execution of this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality Seller shall provide Purchaser with copies of all such information historical data since January 1, 2006 relating to sales, profits and losses (including all underlying data and documents, in accordance with the terms electronic format whenever possible) for each of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11, 2015 (the “Confidentiality Agreement”)Individual Premises.

Access to Information and Premises. (a) The Company Prior to the Closing, upon reasonable notice and subject to applicable Laws and the reasonable restrictions imposed from time to time upon advice of counsel, Seller shall, and shall provide Parent cause the other Seller Affiliates to, afford to the Applicable Representatives of Buyer and its Representatives full accessAffiliates, reasonable access during normal business hours to access and on reasonable advance notice to inspect (excluding any invasive testing or sampling) Seller’s and Seller Affiliates’ properties (including the CompanyAcquired Real Property and any leased properties where Acquired Assets are located), to further information (Contracts, personnel, books and records, in each case to the extent permissible under Applicable Law) related to the Business and the Company’s Acquired Assets, and Company Subsidiaries’ premises Seller shall, and shall cause the Seller Affiliates to, furnish as promptly as reasonably practicable to Buyer and its Applicable Representatives information concerning the Business as Buyer may reasonably request solely for purposes of (i) observing consummating the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT AssetsClosing; provided, however, that the foregoing actions any such access shall be subject to Seller’s reasonable security measures and conducted in a manner not (x) unduly to unreasonably interfere with the business businesses or operations of Seller and Seller Affiliates. Notwithstanding the Company foregoing, no Seller Party shall be required by this Section 7.2 to provide Buyer or Buyer’s Applicable Representatives with access to or to disclose information (i) that is prohibited from being disclosed pursuant to the Company Subsidiariesterms of a confidentiality agreement or other Contract with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall, and shall cause the other Seller Parties to, use their reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (yii) require the disclosure of which would violate applicable Law (provided, however, that Seller shall, and shall cause the other Seller Parties to, use their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law), (iii) the disclosure of which would cause the loss of any matter that is subject to attorney-attorney client, attorney work product or other legal privilege (provided, however, that Seller shall, and shall cause the Company shall other Seller Parties to, use its their reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-attorney client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials), (2iv) the disclosure of which would violate unreasonably disrupt the businesses and operations of Seller or any Applicable LawSeller Affiliates, or (3v) the disclosure of which wouldis reasonably pertinent to any Proceeding in which Seller or any of its Affiliates, in on the reasonable judgment one hand, and Buyer or any of its Affiliates, on the Company’s outside counselother hand, result in are adverse parties; provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Buyer to the waiver extent reasonably required for the purpose of the attorney-client privilegeobtaining required approvals or consents, or (4) related making filings or providing notices, subject to an Acquisition Proposal (disclosure prior execution of which shall be governed solely by Section 4.8)a common interest or joint defense agreement in customary form. (b) Parent will use such Buyer and its respective Representatives (as defined in the Confidentiality Agreement) shall hold all information as is provided to it furnished by the Company or the Company Subsidiaries , or Representatives thereof, solely for the purpose of conducting business, legal and financial reviews on behalf of the Company Seller Parties pursuant to Section 7.2(a) in confidence to the extent required by, and in accordance with, the Company Subsidiaries and for such other purposes as may be related to this provisions of that certain Confidentiality Agreement, dated as of January 29, 2025, among Buyer and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11, 2015 Seller (the “Confidentiality Agreement”); provided, that, following the Closing, this Section 7.2(b) shall not apply to information constituting an Acquired Asset. (c) During the period beginning on the date of this Agreement and continuing until the third anniversary of the date of this Agreement, Seller shall, and shall cause Seller Affiliates to, treat and hold as confidential, and shall not use or disclose (except as permitted under Section 7.16) (i) any non-public documents and information concerning Buyer, or any Buyer Affiliates furnished to it by Buyer, Buyer Affiliates or their respective Applicable Representatives in connection with this Agreement or the transactions contemplated hereby, and (ii) any non-public information regarding the Business, provided, that Seller and Seller Affiliates shall continue to treat trade secrets and other confidential Know-How Rights of the Business or third parties that is an Acquired IP Right as confidential and proprietary for so long as Buyer and Buyer Affiliates treat such Know-How Rights as confidential and proprietary. The foregoing does not include any documents or information that: (A) was or becomes generally available to the public other than as a result of any disclosure in breach of this Agreement by Seller or a Seller Affiliate, (B) was or becomes available to Seller or a Seller Affiliate on a non-confidential basis from a third party who is not bound by a confidentiality obligation to Buyer or any Buyer Affiliates with respect to such information, or (C) was independently developed by or on behalf of Seller or a Seller Affiliate without the use of or reference to any of the foregoing non-public documents and information. Notwithstanding anything to the contrary in the foregoing, Seller and Seller Affiliates shall be permitted to disclose any and all such non-public information (I) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), (II) to comply with, or enforce its rights under, the terms of this Agreement or any other agreement between or among Seller or a Seller Affiliate and Buyer or any Buyer Affiliate that is entered into in connection with the transactions contemplated by this Agreement, (III) in connection with the defense or prosecution of any Indemnification Claim, (IV) that is required to be disclosed under Law or stock exchange rules, (V) that is required to be disclosed in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process. In the event that Seller or any Seller Affiliate is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any such information, Seller shall, to the extent permitted by applicable Laws, notify Buyer promptly of the request or requirement so that Buyer may seek, at Buyer’s sole cost and expense, an appropriate protective order or waive compliance with the provisions of this Section 7.2(c). If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, on the advice of counsel, legally required to disclose any such information, Seller or Seller Affiliates may disclose such information to the requesting authority; provided, however, that Seller shall use commercially reasonable efforts to obtain, at the reasonable request of Buyer and at Buyer’s sole cost, an order or other assurance that confidential treatment will be accorded to such portion of the information required to be disclosed as Buyer shall reasonably designate. (d) No investigation by Buyer or its Applicable Representatives shall affect or be deemed to modify or waive the representations and warranties set forth herein. Nothing contained in this Agreement shall give any party, directly or indirectly, the right to control or direct the operations of the other party prior to the Closing. (e) During the period beginning on the Closing Date and continuing until the sixth anniversary thereof, Buyer shall, and shall cause Buyer Affiliates (including the Acquired Seller Party) to, use commercially reasonable efforts to retain all books, records and other documents pertaining to the Business in existence on the Closing Date that are required to be retained under current retention policies and to provide Seller and its Applicable Representatives with reasonable access to the same (for the purpose of examining and copying at its expense, during normal business hours, upon reasonable request and upon reasonable notice); provided, however, that (i) any such access shall be subject to Buyer’s reasonable security measures and conducted in a manner not to unreasonably interfere with the businesses or operations of Buyer or such Buyer Affiliates, (ii) neither Buyer nor such Buyer Affiliates shall be required by this Section 7.2 to provide Seller or Seller’s Applicable Representatives with access to or to disclose information the disclosure of which would violate applicable Law (provided, however, that Buyer shall, and shall cause such Buyer Affiliates to, use their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) and (iii) neither Buyer nor such controlled Affiliates shall be required by this Section 7.2 to provide Seller or Seller’s Applicable Representatives with access to or to disclose information the disclosure of which would cause the loss of any attorney client, attorney work product or other legal privilege (provided, however, that Buyer shall, and shall cause such controlled Affiliates to, use their reasonable best efforts to allow for such disclosure to the maximum extent that does not result in a loss of such attorney client, attorney work product or other legal privilege).

Access to Information and Premises. (a) The Company shall provide Parent Seller agrees that, between the Signing Date and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance pursuant to Article VI, Purchaser, Purchaser's Affiliates' lenders, and their respective representatives shall, upon reasonable notice and so long as such access does not unreasonably interfere with its termsthe business operations of Seller (and subject to the rights of any landlord), have reasonable access during normal business hours, or other times reasonably agreed, to all Premises and shall be entitled to make such reasonable investigation of the properties, businesses and operations of Seller (including without limitation engineering studies, surveys, inspections relating to title work and physical inspections of Premises and/or Improvements and any environmental -29- assessments, audits and investigations (including without limitation, the Company procurement and analysis of soil, water, air, and building samples at any of the Premises and the preparation and disclosure of BEAs) or to conduct a physical inspection of the Merchandise and physical inspection of the equipment and Improvements) located at the Premises and shall promptly be entitled to examine the books and records and financial condition of Seller related to the operation of the Premises whether evidenced in writing, electronic data, computer software or otherwise, as they reasonably request, and to make extracts and copies (at Purchaser's sole expense) to the extent necessary of such items. Purchaser shall provide Seller with copies of its environmental assessments, audits, investigations and BEAs as soon as reasonably practicable after they become available. Purchaser shall not disclose any BEA conducted pursuant to Parent this Section 5.2(a) to the Michigan Department of Environmental Quality ("DEQ") or any other agency of the State of Michigan (i) until after the Closing Date and (ii) only after first providing Seller with a copy of each reportsuch BEA not less than five (5) business days prior to submittal to the DEQ and giving reasonable consideration to any comments on such BEA received from Seller within that time period. To the extent received by Purchaser after a date that is ten (10 days prior to the Due Diligence Deadline, scheduleno information obtained from the investigation conducted pursuant to this Section 5.2(a) or otherwise received from Seller shall in any way affect any representations or warranties made herein, registration statement the conditions to the obligations of the respective Parties to consummate the transactions contemplated by this Agreement, or Purchaser's indemnification rights pursuant to Article VII. To the extent reasonably available to Seller, Seller shall provide Purchaser with access to daily operating results and other document filed, furnished or received by it during such period pursuant to information concerning the requirements performance of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8)Seller's business. (b) Parent will use such information as is provided From the Signing Date through the Closing Date, Seller shall deliver to it by the Company or the Company Subsidiaries , or Representatives thereof, solely Purchaser copies of (i) Seller's routine periodic financial statements for the purpose of conducting business, legal and financial reviews each of the Company Premises (by store and on a consolidated basis), in each case as soon as reasonably practicable (and in any event within fifteen (15) business days) following the Company Subsidiaries end of each accounting period, (ii) routine weekly sales, margin, labor and other operational reports for each of the Premises as soon as reasonably practicable following the end of each week, and (iii) such other purposes routine available information regarding the operation of the Premises as Purchaser may be related to reasonably request. Upon the execution of this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality Seller shall provide Purchaser with copies of all such information historical data relating to sales, profits and losses (including all underlying data and documents, in accordance with electronic format whenever possible) for the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11, 2015 (the “Confidentiality Agreement”)Premises.

Access to Information and Premises. (a) The Company shall provide Parent Seller agrees that, between the Signing Date and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance pursuant to Article VI, Purchaser, Purchaser's Affiliates' lenders, and their respective representatives shall, upon reasonable notice and so long as such access does not unreasonably interfere with its termsthe business operations of Seller (and subject to the rights of any landlord), have reasonable access during normal business hours, or other times reasonably agreed, to all Premises and shall be entitled to make such reasonable investigation of the properties, businesses and operations of Seller (including without limitation engineering studies, surveys, inspections relating to title work and physical inspections of Premises and/or Improvements and any environmental assessments, audits and investigations (including without limitation, the Company procurement and analysis of soil, water, air, and building samples at any of the Premises and the preparation and disclosure of BEAs) or to conduct a physical inspection of the Merchandise and physical inspection of the equipment and Improvements) located at the Premises and shall promptly be entitled to examine the books and records and financial condition of Seller related to the operation of the Premises whether evidenced in writing, electronic data, computer software or otherwise, as they reasonably request, and to make extracts and copies (at Purchaser's sole expense) to the extent necessary of such items. Purchaser shall provide Seller with copies of its environmental assessments, audits, investigations and BEAs as soon as reasonably practicable after they become available. Purchaser shall not disclose any BEA conducted pursuant to Parent this Section 5.2(a) to the Michigan Department of Environmental Quality ("DEQ") or any other agency of the State of -28- Michigan (i) until after the Closing Date and (ii) only after first providing Seller with a copy of each reportsuch BEA not less than five (5) business days prior to submittal to the DEQ and giving reasonable consideration to any comments on such BEA received from Seller within that time period. To the extent received by Purchaser after the Due Diligence Deadline, scheduleno information obtained from the investigation conducted pursuant to this Section 5.2(a) or otherwise received from Seller shall in any way affect any representations or warranties made herein, registration statement the conditions to the obligations of the respective Parties to consummate the transactions contemplated by this Agreement, or Purchaser's indemnification rights pursuant to Article VII. To the extent reasonably available to Seller, Seller shall provide Purchaser with access to daily operating results and other document filed, furnished or received by it during such period pursuant to information concerning the requirements performance of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8)Seller's business. (b) Parent will use From the Signing Date through the Closing Date, Seller shall deliver to Purchaser, to the extent such information reports are available to Seller, copies of (i) Seller's routine periodic financial statements for each Retail Store (by store and on a consolidated basis), in each case as is provided to it by soon as reasonably practicable (and in any event within fifteen (15) business days) following the Company or the Company Subsidiaries end of each accounting period, or Representatives thereof(ii) routine weekly sales, solely margin, labor and other operational reports for the purpose of conducting business, legal and financial reviews each of the Company Retail Stores as soon as reasonably practicable following the end of each week, and the Company Subsidiaries and for (iii) such other purposes routine available information regarding the operation of the Premises as Purchaser may be related to reasonably request. Upon the execution of this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality Seller shall provide Purchaser with copies of all such information historical data relating to Retail Store sales, profits and losses (including all underlying data and documents, in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11, 2015 (the “Confidentiality Agreement”electronic format whenever possible).

Access to Information and Premises. (a) The Company shall provide Parent and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, or (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8). (b) Parent will use such information as is provided to it by the Company or the Company Subsidiaries Subsidiaries, or Representatives thereof, solely for the purpose of conducting business, legal and financial reviews of the Company and the Company Subsidiaries and for such other purposes as may be related to this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 116, 2015 2020 (the “Confidentiality Agreement”).

Access to Information and Premises. (a) The Company shall provide Parent and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervisory or examination materials, (2) the disclosure of which would violate any Applicable Law, or (3) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (4) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 4.8). (b) Parent will use such information as is provided to it by the Company or the Company Subsidiaries Subsidiaries, or Representatives thereof, solely for the purpose of conducting business, legal and financial reviews of the Company and the Company Subsidiaries and for such other purposes as may be related to this Agreement, and Parent will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11October 16, 2015 2019 (the “Confidentiality Agreement”).