Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, ABNJ shall permit Investors reasonable access upon reasonable notice to its properties and those of the ABNJ Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Investors during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter ABNJ reasonably determines should be treated as confidential) and A-36 shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Investors may have a reasonable interest; provided, however, that ABNJ shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. ABNJ shall provide and shall request its auditors to provide Investors with such historical financial information regarding it (and related audit reports and consents) as Investors may reasonably request for securities disclosure purposes. Investors shall use commercially reasonable efforts to minimize any interference with ABNJ’s regular business operations during any such access to ABNJ’s property, books and records. ABNJ and each ABNJ Subsidiary shall permit Investors, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by ABNJ or any ABNJ Subsidiary. In the event any subsurface or phase II site assessments are conducted, Investors shall indemnify ABNJ and its representatives in accordance Subsidiaries for all costs and expenses associated with returning the Confidentiality Agreement until the Closing Date with respect property to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateits previous condition.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1, Legacy shall permit BHLB access upon reasonable notice and at reasonable times to its properties and those of the Legacy Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access BHLB during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books of directors’ and shareholders’ meetings (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB may have a reasonable interest; provided, however, that Legacy shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance Legacy’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of Legacy’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other Person or entity or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy shall provide and shall request its auditors to provide BHLB with such historical financial information regarding it (without regard and related audit reports and consents) as BHLB may reasonably request for Securities Law disclosure purposes. BHLB shall use commercially reasonable efforts to the preceding sentenceminimize any interference with Legacy’s regular business operations during any such access to Legacy’s property, books and records. Legacy and each Legacy Subsidiary shall permit BHLB, at BHLB’s expense, to (i) prior cause a Phase I environmental assessment to the Closing Datebe performed at any physical location owned or occupied by Legacy or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Subsidiary.

Access to Properties and Records. (a) CCE shallSeller will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the offices, buildings, real properties, booksmachinery and equipment, contractsinventory and supplies, commitments records, files, books of account, tax returns, agreements and records (including all environmental studiescommitments, reports corporate record books and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall personnel of Seller. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement any disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such disclosures, propertiesand Seller hereby represents and warrants that such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller contained in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated Buyer will deliver to provide to ETP any documents Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Seller as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Datehereby are not consummated, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep Buyer will hold such information confidential in accordance with the terms of the Confidentiality Agreement (without regard strictest confidence and will not use or disclose, or permit any other person or entity to the preceding sentence) prior to the Closing Dateuse or disclose, such information until such time as such information is otherwise publicly available.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1, BHLB shall permit Legacy access upon reasonable notice and at reasonable times to its properties and those of the BHLB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Legacy during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books of directors’ and shareholders’ meetings (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter that BHLB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Legacy may have a reasonable interest; provided, however, that BHLB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance BHLB’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of BHLB’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other Person or entity or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel or contravene any applicable law. BHLB shall provide and shall request its auditors to provide Legacy with such historical financial information regarding it (without regard and related audit reports and consents) as Legacy may reasonably request for Securities Law disclosure purposes. Legacy shall use commercially reasonable efforts to the preceding sentenceminimize any interference with BHLB’s regular business operations during any such access to BHLB’s property, books and records. BHLB and each BHLB Subsidiary shall permit Legacy, at Legacy’s expense, to (i) prior cause a Phase I environmental assessment to the Closing Datebe performed at any physical location owned or occupied by BHLB or any BHLB Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by BHLB or any BHLB Subsidiary.

Access to Properties and Records. (a) CCE shallThe Roma Parties agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, they will (and will cause each Roma Subsidiary to) afford Investors Bancorp, and shall cause TPC toits officers, afford to ETP employees, counsel, accountants and ETP’s accountantsother authorized Representatives, counsel and representatives full such reasonable access during normal business hours throughout the period prior before the Effective Time to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studiestax returns and work papers of independent auditors, reports and other environmental records provided that Investors Bancorp complies with any and all pipeline cost-of-service requirements of Roma Financial’s independent auditors with respect thereto), properties, personnel and rate-related studies, reports and records related to TPC such other information as Investors Bancorp may reasonably request and, during such period, shall they will furnish promptly to ETP Investors Bancorp (1) a copy of each report, schedule and other document filed by it pursuant to the requirements of Federal or state securities or banking laws, and (2) all other information concerning the business, properties, Liabilities properties and personnel related of it as Investors may reasonably request. In no event, however, will the Roma Parties be required to TPC as ETP may requestshare or make available any information with respect to their evaluation of this Agreement and the transactions contemplated hereby or any Acquisition Proposal. The Roma Parties will not be required to afford access or disclose information that would violate or prejudice the rights of its customers, jeopardize attorney-client privilege or contravene any provisions of applicable law, rule or regulation or any binding agreement with any third party. The Roma Parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. Investors Bancorp will hold any information that is nonpublic and confidential in accordance with the confidentiality provisions of the Confidentiality Agreement. No investigation by any party of the business and affairs of the other party, pursuant to this Section of the Agreement or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party’s obligation to consummate the transactions contemplated by this Agreement. (b) Roma Financial shall permit Investors Bancorp, at Investors Bancorp’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each branch of Roma Bank at any time prior to the Closing Date; provided, however, that Investors Bancorp shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by ASTM International) that was discovered in the “phase I environmental audit,” and provided that as to any “phase II environmental audits” performed at a branch which is leased, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. Roma Bank will use their commercially reasonable efforts (at no investigation cost to Roma Bank) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Investors Bancorp will provide Roma Bank with a copy of its proposed work plan and Investors Bancorp will cooperate in good faith with Roma Bank to address any comments or receipt of information suggestions made by Roma Bank regarding the work plan. Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations of ETP. To greatest extent possible interference with the extent not located at the offices or properties of TPC as operation of the Closing Datebanks’ business, as promptly as practicable thereafter, CCE and Investors Bancorp shall deliver, maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Investors Bancorp shall be required to restore each such property to substantially its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books pre-assessment condition. All costs and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives expenses incurred in connection with the transactions contemplated by this Agreement any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be held in confidence borne solely by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateInvestors Bancorp.

Access to Properties and Records. (a) CCE shall6.3.1 Subject to Section 13.1 hereof, FENB shall permit CUNB and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full CUB reasonable access upon reasonable notice and during normal business hours throughout the period prior to its properties and those of FENB, and shall disclose and make available to CUNB and CUB during normal business hours all books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), Tax records, minute books, record books and of Board of Directors’ meetings reasonably requested by CUNB or CUB (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter FENB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which CUNB or CUB may have a reasonable interest; provided, however, that FENB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. FENB shall provide and shall request its auditors to provide CUNB with such historical financial information regarding it (without regard and related audit reports and consents) as CUNB may reasonably request. CUNB and CUB shall use commercially reasonable efforts to minimize any interference with FENB’s regular business operations during any such access to FENB’s property, books and records. CUNB’s and CUB’s examination of the preceding sentence) prior records of FENB pursuant hereto, shall not constitute a waiver or relinquishment on the part of CUNB or CUB to rely upon the Closing Daterepresentations and warranties made by FENB herein or pursuant hereto; provided, that CUNB and CUB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by FENB hereunder incorrect in any respect.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1, BSFI shall permit AFC access upon reasonable notice to its properties and those of the BSFI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access AFC during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books of directors’ and stockholders’ meetings (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter that BSFI reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which AFC may have a reasonable interest; provided, however, that BSFI shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance BSFI’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of BSFI’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other person or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel or contravene any applicable law. BSFI shall provide and shall request its auditors to provide AFC with such historical financial information regarding it (without regard and related audit reports and consents) as AFC may reasonably request for Securities Law disclosure purposes. AFC shall use commercially reasonable efforts to the preceding sentenceminimize any interference with BSFI’s regular business operations during any such access to BSFI’s property, books and records. BSFI and each BSFI Subsidiary shall permit AFC, at its expense, to (i) prior cause a “Phase I environmental assessment” and a “Phase II environmental assessment” to the Closing Datebe performed at any physical location owned or occupied by BSFI or any BSFI Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by BSFI or any BSFI Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 13.1 hereof, and applicable Laws relating to the exchange of information, CUNB and CUB shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit FENB reasonable access upon reasonable notice and during normal business hours throughout the period prior to its properties, and shall disclose and make available to FENB during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), Tax records, minute books, record books and of Board of Directors’ meetings reasonably requested by FENB (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter CUNB or CUB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FENB may have a reasonable interest; provided, however, that CUNB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement (without regard privilege protecting communications between it and any of its counsel. FENB shall use commercially reasonable efforts to minimize any interference with CUNB or CUB’s regular business operations during any such access to CUNB or CUB’s property, books and records. FENB’s examination of the preceding sentence) prior records of CUNB or CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of FENB to rely upon the Closing Daterepresentations and warranties made by CUNB and CUB herein or pursuant hereto; provided, that FENB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CUNB and CUB hereunder incorrect in any respect.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and VIST shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit Xxxxxxxx reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior VIST Subsidiaries, and shall disclose and make available to Xxxxxxxx during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter VIST reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Xxxxxxxx may have a reasonable interest; provided, however, that VIST shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. VIST shall provide and shall request its auditors to provide Xxxxxxxx with such historical financial information regarding it (without regard and related audit reports and consents) as Xxxxxxxx may reasonably request for securities disclosure purposes. Xxxxxxxx shall use commercially reasonable efforts to the preceding sentence) minimize any interference with VIST’s regular business operations during any such access to VIST’s property, books and records. VIST shall permit Xxxxxxxx, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time prior to the Closing Date; provided, however, that Xxxxxxxx shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which VIST Bank leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. VIST Bank will use its commercially reasonable efforts (at no cost to VIST Bank) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Xxxxxxxx will provide VIST with a copy of its proposed work plan and Xxxxxxxx will cooperate in good faith with VIST to address any comments or suggestions made by VIST regarding the work plan. Xxxxxxxx and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with VIST’s operation of its business, and Xxxxxxxx shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Xxxxxxxx shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by Xxxxxxxx. Xxxxxxxx shall indemnify, defend and hold VIST and the VIST Subsidiaries and its and their respective officers, directors, managers, partners and employees (collectively, “Environmental Indemnitees”), harmless from and against all claims, liabilities, damages, demands, lawsuits, causes of action, strict liability claims, penalties, fines, administrative law actions and orders, expenses (including, but not limited to, reasonable attorneys’ fees), and costs of every kind and character (collectively, “Environmental Claims/Liabilities”) arising out of or resulting from the acts or omissions of Xxxxxxxx or its employees, agents and/or contractors (collectively, the “Xxxxxxxx Group”) while conducting the environmental assessments at any Branch or related to any of the environmental assessment activities performed in or on the Branch by the Xxxxxxxx Group, including, without limitation, Environmental Claims/Liabilities relating to personal injuries, bodily injuries, death, damage to or loss of property or goods, or damage to the environment, except to the extent such Environmental Claims/Liabilities are caused by the negligence or willful misconduct of any Environmental Indemnitee.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, HRB shall permit FNFG reasonable access upon reasonable notice to its properties and those of the HRB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access FNFG during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter HRB reasonably determines should be treated as confidential) and shareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may have a reasonable interest; provided, however, that HRB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. HRB shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to minimize any interference with HRB's regular business operations during any such access to HRB's property, books and records. HRB and each HRB Subsidiary shall permit FNFG, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by HRB or any HRB Subsidiary. In the event any subsurface or phase II site assessments are conducted, FNFG shall indemnify HRB and its representatives in accordance Subsidiaries for all costs and expenses associated with returning the Confidentiality Agreement until the Closing Date with respect property to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateits previous condition.

Access to Properties and Records. (a) CCE shall6.3.1. Subject to Section 12.1 hereof, Premier shall permit First Guaranty and First Guaranty Bank reasonable access upon reasonable notice to its properties and those of the Premier Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP First Guaranty and ETP’s accountants, counsel and representatives full reasonable access First Guaranty Bank during normal business hours throughout all of its books, papers and records relating to the period assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this Agreement) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank may have a reasonable interest; provided, however, that Premier shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulation. Premier shall provide and shall request its auditors to provide First Guaranty with such historical financial information regarding it (and related audit reports and consents) as First Guaranty may reasonably request for Securities Law disclosure purposes. First Guaranty and First Guaranty Bank shall use commercially reasonable efforts to minimize any interference with Premier's regular business operations during any such access to Premier's property, books and records. 6.3.2. Premier shall permit First Guaranty, at First Guaranty' expense, to cause a "Phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (or as such term is defined by the earlier termination of this Agreement ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to Article VII hereofthe applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to all obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the properties, books, contracts, commitments work plan. First Guaranty and records (including its environmental consultant shall conduct all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information assessments pursuant to this Section 5.2 shall affect any representation 6.3.2 at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with Premier's operation of ETP. To the extent not located at the offices or properties of TPC as of the Closing Dateits business, as promptly as practicable thereafter, CCE and First Guaranty shall deliver, maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its appropriate Affiliates to deliver to ETP all of the books of accountspre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneysborne solely by First Guaranty. 6.3.3. Notwithstanding anything to the contrary contained in this AgreementSection 6.3, CCE in no event shall not First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be obligated expected to provide waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to ETP any documents or records relating confidentiality so long as, with respect to litigation and regulatory matters in which TPC is involved confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that CCE reasonably believes such documents First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or records are subject delayed. All requests made pursuant to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement Section 6.3 shall be held in confidence directed to an executive officer of Premier or such Person or Persons as may be designated by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect Premier. All information received pursuant to information relating to TPC. Following the Closing Date, CCE this Section 6.3 shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with be governed by the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and HNC shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit FNFG reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior HNC Subsidiaries, and shall disclose and make available to FNFG during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter HNC reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may have a reasonable interest; provided, however, that HNC shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. HNC shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (without regard and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to the preceding sentence) minimize any interference with HNC’s regular business operations during any such access to HNC’s property, books and records. HNC shall permit FNFG, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time prior to the Closing Date; provided, however, that FNFG shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which HNB leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. HNB will use its commercially reasonable efforts (at no cost to HNB) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” FNFG will provide HNC with a copy of its proposed work plan and FNFG will cooperate in good faith with HNC to address any comments or suggestions made by HNC regarding the work plan. FNFG and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with HNC’s operation of its business, and FNFG shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. FNFG shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by FNFG.

Access to Properties and Records. (a) CCE shallSubject to Applicable Law and any applicable restrictions as to confidentiality, and Seller shall cause TPC to, use its reasonable best efforts to afford to ETP Buyer and ETPBuyer’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and commitments, records (including all environmental studies, reports and other environmental records records) and all pipeline cost-of-service personnel of Generation and rate-related studies, reports and records related to TPC the Material Subsidiaries and, during such period, shall furnish to ETP Buyer all information concerning the businessrespective businesses, properties, Liabilities and personnel related to TPC of Generation and the Material Subsidiaries as ETP Buyer may request, ; provided, however, that no investigation Seller shall not be required to furnish or receipt of information pursuant to this Section 5.2 shall affect make available any representation or warranty of CCE or the conditions such materials to the obligations extent that they are subject to a legal privilege that, in the good faith judgment of ETPSeller, may be lost or impaired by virtue of such disclosure. To At the extent not located at the offices or properties of TPC as of the Closing DateClosing, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC Generation and all financial and accounting records related the Material Subsidiaries shall be delivered to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related Buyer to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared extent such materials are in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPCSeller’s attorneyspossession. Notwithstanding anything to the contrary contained in this Agreementherein, CCE Buyer and its representatives shall not be obligated have the right to provide to ETP conduct any documents Phase II environmental due diligence, including the collection and analysis of any samples of environmental media or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegebuilding materials. (b) The information contained herein, herein and in the CCE Seller Disclosure Letter Letter, reviewed by Buyer or its representatives pursuant to Section 5.2(a) or heretofore or hereafter delivered to ETP Buyer or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP Buyer and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.

Access to Properties and Records. (a) CCE shall6.3.1. Subject to Section 12.1 hereof, and SBBX shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit PFS reasonable access during normal business hours throughout the period prior upon reasonable notice to its properties, and shall disclose and make available to PFS during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter SBBX reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Provident Bank may request, have a reasonable interest; provided, however, that no investigation SBBX shall not be required to take any action that would provide access to or receipt to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of information pursuant to this Section 5.2 shall affect any representation customer or warranty of CCE other person or would result in the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as waiver by it of the Closing Dateprivilege protecting communications between it and any of its counsel or as not permitted by law or regulation. SBBX shall provide and shall request its auditors to provide PFS with such historical financial information regarding it (and related audit reports and consents) as PFS may reasonably request for securities disclosure purposes. PFS and Provident Bank shall use commercially reasonable efforts to minimize any interference with SBBX’s regular business operations during any such access to SBBX’s property, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneysrecords. 6.3.2. Notwithstanding anything to the contrary contained in this AgreementSection 6.3, CCE in no event shall not PFS have access to any information that, based on advice of SBBX’s counsel, would (a) reasonably be obligated expected to provide waive any material legal privilege (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of SBBX with respect to ETP any documents or records relating confidentiality so long as, with respect to litigation and regulatory matters in which TPC is involved confidentiality, to the extent that CCE reasonably believes such documents or records are subject specifically requested by PFS, SBBX has made commercially reasonable efforts to obtain a waiver regarding the attorney-client or other applicable privilege in circumstances in which TPC is not possible disclosure from the sole client unless the parties entitled third party to such attorney-client or other applicable privilege shall consent thereto and enter into whom it owes an appropriate joint defense agreement for the purpose obligation of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered confidentiality. All requests made pursuant to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement Section 6.3 shall be held in confidence directed to an executive officer of SBBX or such Person or Persons as may be designated by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect SBBX. All information received pursuant to information relating to TPC. Following the Closing Date, CCE this Section 6.3 shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with be governed by the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.

Access to Properties and Records. (a) CCE shall6.3.1 Subject to Section 13.1 hereof, and PC Bancorp shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit CUB reasonable access upon reasonable notice and during normal business hours throughout the period prior to its properties and those of PCB, and shall disclose and make available to CUB during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), Tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter PC Bancorp reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which CUB may have a reasonable interest; provided, however, that PC Bancorp shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. PC Bancorp shall provide and shall request its auditors to provide CUB with such historical financial information regarding it (without regard and related audit reports and consents) as CUB may reasonably request. CUB shall use commercially reasonable efforts to minimize any interference with PC Bancorp’s and PCB’s regular business operations during any such access to PC Bancorp’s or PCB’s property, books and records. CUB’s examination of the preceding sentence) prior records of PC Bancorp and PCB pursuant hereto, shall not constitute a waiver or relinquishment on the part of CUB to rely upon the Closing Daterepresentations and warranties made by PC Bancorp and PCB herein or pursuant hereto; provided, that CUB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by PC Bancorp and PCB hereunder incorrect in any respect.

Access to Properties and Records. (a) CCE shall7.3.1 Subject to Section 13.1 hereof, CUB shall permit PC Bancorp and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full PCB reasonable access upon reasonable notice and during normal business hours throughout the period prior to its properties, and shall disclose and make available to PC Bancorp and PCB during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), Tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter CUB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB may have a reasonable interest; provided, however, that CUB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. CUB shall provide and shall request its auditors to provide PC Bancorp and PCB with such historical financial information regarding it (without regard and related audit reports and consents) as PC Bancorp and PCB may reasonably request. PC Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUB’s regular business operations during any such access to CUB’s property, books and records. PC Bancorp’s and PCB’s examination of the preceding sentence) prior records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the Closing Daterepresentations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respect.

Access to Properties and Records. (a) CCE shall, Each of the Selling Parties shall use all commercially reasonable efforts to facilitate each of the Partnership Entities (i) affording to Buyer and shall cause TPC to, afford to ETP and ETPBuyer’s accountants, counsel counsel, financial advisors and other representatives full (collectively “Buyer Representatives”), upon reasonable advance notice to the Selling Parties, reasonable access (which will not include invasive or subsurface testing) during normal business hours throughout the period prior to commencing on the Execution Date and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII VIII hereof) to all of the personnel, properties, offices, books, contracts, commitments and records of each of ENP GP and the Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants, and (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, ii) during such period, shall furnish furnishing promptly to ETP Buyer all financial and operating data and all other information concerning the business, properties, Liabilities liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, Partnership Entities or ENP GP as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE Buyer may reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegerequest. (b) The information contained hereinSubject to the execution of a mutually agreeable confidentiality agreement, in Vanguard shall use all commercially reasonably efforts to facilitate each of the CCE Disclosure Letter Vanguard Entities (i) affording to Seller and Seller’s accountants, counsel, financial advisors and other representatives (collectively “Seller’s Representatives”), upon reasonable advance notice to Vanguard, reasonable access (which will not include invasive or heretofore or hereafter delivered to ETP or its authorized representatives in connection with subsurface testing) during normal business hours throughout the transactions contemplated by this Agreement shall be held in confidence by ETP period commencing on the Execution Date and its representatives in accordance with the Confidentiality Agreement until ending on the Closing Date with respect (or the earlier termination of this Agreement pursuant to information relating Article VIII hereof) to TPC. Following the Closing Dateall personnel, CCE shall keep confidential all information related to the business properties, offices, books, contracts, and properties records of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms each of the Confidentiality Agreement Vanguard Entities and their agents, including legal representatives, accountants and environmental and engineering consultants, and (without regard ii) during such period, furnishing promptly to Seller all financial and operating data and all other information concerning the preceding sentence) prior to business, properties, liabilities and personnel of any of the Closing DateVanguard Entities as Seller may reasonably request.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, LIFC shall permit NYB reasonable access upon reasonable notice to its properties and those of the LIFC Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access NYB during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter LIFC reasonably determines should be treated as confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NYB may have a reasonable interest; provided, however, that LIFC shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. LIFC shall provide and shall request its auditors to provide NYB with such historical financial information regarding it (without regard and related audit reports and consents) as NYB may reasonably request for securities disclosure purposes. NYB shall use commercially reasonable best efforts to the preceding sentence) prior minimize any interference with LIFC's regular business operations during any such access to the Closing DateLIFC's property, books and records. LIFC and each LIFC Subsidiary shall permit NYB, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by LIFC or any LIFC Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, GLB shall permit FNFG reasonable access upon reasonable notice to its properties and those of the GLB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access FNFG during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter GLB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may have a reasonable interest; provided, however, that GLB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. GLB shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to minimize any interference with GLB’s regular business operations during any such access to GLB’s property, books and records. GLB and each GLB Subsidiary shall permit FNFG, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by GLB or any GLB Subsidiary. In the event any subsurface or phase II site assessments are conducted, FNFG shall indemnify GLB and its representatives in accordance Subsidiaries for all costs and expenses associated with returning the Confidentiality Agreement until the Closing Date with respect property to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateits previous condition.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, FSBI shall permit PFS reasonable access upon reasonable notice to its properties and those of the FSBI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access PFS during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter FSBI reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PFS may have a reasonable interest; provided, however, that FSBI shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance FSBI’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of FSBI’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other person or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. FSBI shall provide and shall request its auditors to provide PFS with such historical financial information regarding it (without regard and related audit reports and consents) as PFS may reasonably request for securities disclosure purposes. PFS shall use commercially reasonable efforts to the preceding sentence) prior minimize any interference with FSBI’s regular business operations during any such access to the Closing DateFSBI’s property, books and records. FSBI and each FSBI Subsidiary shall permit PFS, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by FSBI or any FSBI Subsidiary.

Access to Properties and Records. (a) CCE shallIn order to facilitate the ----------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, FLFC will permit USB and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the FLFC Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access USB during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of FLFC or any FLFC Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or other strategic alternatives) and shareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which USB may have a reasonable interest; provided, however, that FLFC shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. FLFC shall provide and shall request its auditors to provide USB with such historical financial information regarding FLFC and any FLFC Subsidiary (and related audit reports and consents) as USB may reasonably request for securities disclosure purposes. USB shall use reasonable efforts to minimize any interference with FLFC's and any FLFC Subsidiary's regular business operations during any such access to FLFC's or any FLFC Subsidiary's personnel, property, books or records. FLFC and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect Subsidiaries shall permit USB, at USB's expense, to information relating cause so-called "Phase I Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to TPC. Following the Closing Datebe performed at any physical location owned or operated by FLFC or any FLFC Subsidiary and, CCE shall keep confidential all information related to the business and properties of TPC extent FLFC or the applicable FLFC Subsidiary has the contractual right to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datedo so, at any Loan Property or Participation Facility.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout During the period prior from the date of this Agreement to the earlier of the Closing Date (or the earlier termination of this Agreement pursuant according to Article VII hereofits terms, the Company shall permit (and the Company shall cause its Subsidiaries to permit) the Buyer and its authorized Representatives full and complete access to all the Company’s and its Subsidiaries’ respective properties between the hours of the properties, books, contracts, commitments 9:00 a.m. and records 5:00 p.m. on any Business Day (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement access for the purpose of preservation conducting Phase I or other environmental reviews pursuant to Section 6.03 and access for the purpose of obtaining real property title insurance commitments and title policies and conducting land surveys pursuant to Section 6.02) and shall disclose and make available to the Buyer all books, papers and records relating to their assets (including without limitation Loans), stock, ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax Records, minute books of directors’ and Shareholders’ meetings, Organizational Documents, contracts and agreements, filings and correspondence with and notices or other documents from or to any Governmental Entity, accountants’ reports to management, litigation files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest. This right of access is, however, subject to the Buyer giving reasonable notice to the Company of its desire to conduct such due diligence and is further subject to such other reasonable and customary restrictions upon the conduct of such due diligence. No Person shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any Law, Order, or where such access or disclosure would result in the loss of attorney-client privilege or attorney work-product immunity or (unless specifically provided for herein) where such access would unreasonably interfere with or be disruptive to the conduct of business and operations of the Company and its Subsidiaries. The parties will use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information furnished by each party to the other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives party in connection with the transactions contemplated by this Agreement or pursuant hereto shall be held in confidence by ETP treated as the sole property of the party furnishing such information. Neither the Buyer nor any of its authorized Representatives shall have the right to contact, make inquiries of, or solicit any information from the Company’s customers, accountants, professionals, advisors, vendors or other parties with whom the Company has dealings, unless and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect Company has consented to information relating such contacts and subject to TPC. Following such reasonable restrictions as the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateCompany may impose.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, CBI will permit NewAlliance and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the CBI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access NewAlliance during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of CBI or any CBI Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or other strategic alternatives) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NewAlliance may have a reasonable interest; provided, however, that CBI shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. In addition, CBI and the CBI Subsidiaries shall not be required to disclose any analysis, minutes, or other materials pertaining to the financial or other evaluation or discussion of (i) this Agreement or the transactions contemplated herein, or (ii) any third party proposal to acquire a controlling interest in CBI. CBI shall provide and shall request its auditors to provide NewAlliance with such historical financial information regarding CBI and any CBI Subsidiary (and related audit reports and consents) as NewAlliance may reasonably request for securities disclosure purposes. NewAlliance shall use reasonable efforts to minimize any interference with CBI’s and any CBI Subsidiary’s regular business operations during any such access to CBI’s or any CBI Subsidiary’s personnel, property, books or records. CBI and its representatives Subsidiaries shall permit NewAlliance, at NewAlliance’s expense, to cause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by CBI or any CBI Subsidiary and, to the extent CBI or the applicable CBI Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. NewAlliance agrees to indemnify and hold harmless, CBI, each CBI Subsidiary, and any landlord or other persons with an interest in accordance with the Confidentiality Agreement until the Closing Date real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to or arising from any entry onto, or any assessments or other studies undertaken by NewAlliance with respect to information relating to TPC. Following the Closing Dateto, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep any such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datereal property under this Section.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout During the period prior from the date of this Agreement to the Closing Date (earlier of the Effective Time or the earlier termination of this Agreement pursuant to Article VII the terms hereof, the Company shall permit (and the Company shall cause its Subsidiaries to permit) the Buyer and its authorized Representatives full and complete access to the Company's and its Subsidiaries' respective properties between the hours of 9:00 a.m. and 5:00 p.m. on any Business Day and shall disclose and make available to the Buyer all of books, papers and Records relating to their assets (including without limitation the Loans), capital stock, properties, booksoperations, contractsobligations and liabilities, commitments and records including, but not limited to, all books of account (including all environmental studiesthe general ledger), Financial Statements, Tax Records, minute books of directors' and Shareholders' meetings and any other corporate Records, Organizational Documents, contracts and agreements, filings, reports and correspondence with and notices or other environmental records documents from or to any regulatory authority or other Governmental Entity, accountants' reports to management, litigation files, plans affecting employees, and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning any other business activities or prospects in which the business, properties, Liabilities and personnel related to TPC as ETP Buyer may request, providedhave an interest. This right of access is, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions subject to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining Buyer giving reasonable notice to the business operations Company of TPC its desire to conduct such due diligence and all financial is further subject to such other reasonable and accounting records related customary restrictions upon the conduct of such due diligence. No Person shall be required to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related provide access to or to disclose information with respect to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything negotiation strategies with respect to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP the interpretation of any documents provision hereof, the transactions contemplated hereunder, or records relating to litigation and regulatory matters any advice of legal counsel or where such access or disclosure would violate or prejudice the rights of any customer or would contravene any Law or Order, or where such access or disclosure would result in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the loss of attorney-client privilege or other applicable privilege in attorney work-product immunity or where such access would unreasonably interfere with or be disruptive to the conduct of business and operations of the Company and its Subsidiaries. The parties will use their Best Efforts to make appropriate substitute disclosure arrangements under circumstances in which TPC is not the restrictions of the preceding sentence apply. All information furnished by each party to the other party in connection with transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole client unless property of the parties entitled to party furnishing such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeinformation. (b) The information contained hereintiming of any notices to, in or other communications with, the CCE Disclosure Letter or heretofore or hereafter delivered customers of the Company and/or its Subsidiaries with respect to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement ("Customer Communications") shall be held mutually agreed upon by the parties hereto. Each party hereto shall be given a reasonable time to review any Customer Communication prior to its delivery. All Customer Communications made by either party shall be made in confidence by ETP compliance with applicable Law. The costs and expenses associated with a Customer Communication shall be 53 borne by, and the sole responsibility of, the party making and delivering such Customer Communication. (c) After receipt of all Governmental Approvals, the Company and its representatives Subsidiaries shall permit the Buyer, at the Buyer's expense, to (i) install a computer terminal and file server at any of the Company's or its Subsidiaries' offices (together with related telephone and data transmission lines) to facilitate the Buyer's succession to the Seller's and its Subsidiaries' business; and (ii) place an employee or agent of the Buyer at any of the Company's or its Subsidiaries' offices (with reasonable accommodation being made therefore by the Company or its Subsidiaries, as applicable) in accordance with the Confidentiality Agreement until the Closing Date order to respond to customer inquiries with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datetransactions contemplated by this Agreement.

Access to Properties and Records. (a) CCE shallThe Seller will afford the executive officers, employees and authorized representatives (including legal counsel, accountants and consultants) of the Buyer, reasonable access to their properties, books and records including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall cause TPC tomake their directors, afford officers, employees, agents, representatives and accountants available to ETP confer with the other parties and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, their designated representatives; provided, however, that no investigation or receipt of information pursuant such investigations shall be conducted with reasonable prior notice in a manner so as not to this Section 5.2 shall affect any representation or warranty of CCE or unreasonably interfere with the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as operations of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all affected party. The officers of the books of accounts, minute books, record books Company Entities will furnish the Buyer and its designated representatives with such additional financial and operating data and other records (including safetyinformation as to their business and properties as the other shall, healthfrom time to time, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegerequest. (b) The All information contained herein, in furnished by the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives parties hereto previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be held in confidence by ETP used solely for the purpose of evaluating the transaction contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the acquisition contemplated hereby and, if such acquisition shall not occur, each party and each party's advisors shall return to the other party all documents or other materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect best efforts to information relating to TPC. Following the Closing Date, CCE shall keep confidential all such information, and shall not directly or indirectly use such information related to for any competitive or other commercial purposes. In the business event that the transaction contemplated hereby does not occur, all documents, notes and properties of TPC to other writings prepared by a party hereto or its advisors based on information furnished by the same extent as ETP is obligated other party shall be promptly destroyed. The obligation to keep such information confidential shall continue for five years from the date the proposed acquisition is abandoned but shall not apply to (i) any information which (A) the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof to it by the other party; (B) was then generally known to the public; (C) became known to the public through no fault of the party receiving such information; or (D) was disclosed to the party receiving such information by a third party not bound by an obligation of confidentiality; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction. (c) Buyer will make the terms of Company's records available to Seller for review in connection with Sellers filing a tax return for the Confidentiality Agreement (without regard to the preceding sentence) period prior to the Closing DateClosing.

Access to Properties and Records. (a) CCE shall, Each of the Selling Parties shall use all commercially reasonable efforts to facilitate each of the Partnership Entities (i) affording to Buyer and shall cause TPC to, afford to ETP and ETPBuyer’s accountants, counsel counsel, financial advisors and other representatives full (collectively “Buyer Representatives”), upon reasonable advance notice to the Selling Parties, reasonable access (which will not include invasive or subsurface testing) during normal business hours throughout the period prior to commencing on the Execution Date and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII VIII hereof) to all of the al l personnel, properties, offices, books, contracts, commitments and records of each of ENP GP and the Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants, and (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, ii) during such period, shall furnish furnishing promptly to ETP Buyer all financial and operating data and all other information concerning the business, properties, Liabilities liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, Partnership Entities or ENP GP as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE Buyer may reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegerequest. (b) The information contained hereinSubject to the execution of a mutually agreeable confidentiality agreement, in Vanguard shall use all commercially reasonably efforts to facilitate each of the CCE Disclosure Letter Vanguard Entities (i) affording to Seller and Seller’s accountants, counsel, financial advisors and other representatives (collectively “Seller’s Representatives”), upon reasonable advance notice to Vanguard, reasonable access (which will not include invasive or heretofore or hereafter delivered to ETP or its authorized representatives in connection with subsurface testing) during normal business hours throughout the transactions contemplated by this Agreement shall be held in confidence by ETP period commencing on the Execution Date and its representatives in accordance with the Confidentiality Agreement until ending on the Closing Date with respect (or the earlier termination of this Agreement pursuant to information relating Article VIII hereof) to TPC. Following the Closing Dateall personnel, CCE shall keep confidential all information related to the business properties, offices, books, contracts, and properties records of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms each of the Confidentiality Agreement Vanguard Entities and their agents, including legal representatives, accountants and environmental and engineering consultants, and (without regard ii) during such period, furnishing promptly to Seller all financial and operating data and all other information concerning the preceding sentence) prior to business, properties, liabilities and personnel of any of the Closing DateVanguard Entities as Seller may reasonably request.

Access to Properties and Records. (a) CCE Subject to compliance with applicable Law, during the period commencing on the date hereof and ending on the Closing Date, the Seller shall, and shall cause TPC their representatives to, afford to ETP the Buyer and ETP’s accountantsits representatives (including any Financing Sources), counsel and representatives full reasonable access access, during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) hours, to all of the assets, properties, books, contracts, commitments and records (including all environmental studiesTax records), reports contracts, documents, employees, representatives and customers of the Seller. The Seller shall furnish or cause to be furnished to the Buyer such reasonable financial and operating data and other environmental records information about the Seller, its businesses as presently conducted, as conducted in the past and all pipeline cost-of-service as presently proposed to be conducted in the future, and rate-related studiesproperties and assets that the Buyer and its representatives may request; provided, reports and records related that the foregoing shall not require the Seller to TPC andprovide any such access or disclose any information to the extent the provision of such access or such disclosure would contravene applicable Law. Subject to compliance with applicable Law, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities period commencing on the date hereof and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of ending on the Closing Date, the Seller shall confer from time to time as promptly as practicable thereafter, CCE shall deliver, requested by the Buyer with one or cause its appropriate Affiliates to deliver to ETP all more representatives of the books Buyer to discuss any changes or developments in the operational matters of accounts, minute books, record books the Seller and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business general status of the ongoing operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeSeller. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following After the Closing Date, CCE the Seller shall, and shall keep confidential all cause each other Selling Party to, provide the Buyer and its representatives with access, subject to applicable Law, at reasonable times, on reasonable notice and during ordinary business hours, at the Seller’s or other Selling Party’s place of business, to such information related to the business Seller or other Selling Party or the Acquired Assets in the Seller’s or other Selling Party’s possession or control as is reasonably necessary for financial reporting, human resources, contract administration, audit, regulatory compliance and properties accounting matters, the preparation and filing of TPC any tax returns, reports or forms, or the defense of any Tax claim or assessment, and the Buyer and its representatives shall be permitted to make extracts from, or take copies of, any books, records or other documentation related to the same extent Seller or the Acquired Assets as ETP is obligated to keep may be reasonably necessary for any such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datepurposes.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and RBPI shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit BMBC reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior RBPI Subsidiaries, and shall disclose and make available to BMBC during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter RBPI reasonably determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any Governmental Entity, litigation files, plans affecting employees, and any other business activities or prospects in which BMBC may have a reasonable interest; provided, however, that RBPI shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its representatives in accordance counsel or that is otherwise prohibited by Law. RBPI shall provide and shall request its auditors to provide BMBC with such historical financial information regarding it (and related audit reports and consents) as BMBC may reasonably request for securities disclosure. BMBC shall use commercially reasonable efforts to minimize any interference with RBPI’s regular business operations during any such access to RBPI’s property, books and records. RBPI shall permit BMBC, at BMBC’s expense, to cause a Phase I and any Phase II recommended therein to be performed at each RBPI Real Property; provided, however: (i) that BMBC shall have the Confidentiality Agreement until the Closing Date with respect right to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related conduct a Phase II only to the business and properties extent that RBPI has a right of TPC access to the same extent as ETP is obligated RBPI Real Property sufficient to keep grant BMBC the right to perform such information confidential in accordance with the terms Phase II activities; provided that RBPI shall use commercially reasonable efforts to obtain such right of the Confidentiality Agreement access; and (without regard to the preceding sentenceii) prior to the Closing DateDate only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of either a “Historical Recognized Environmental Condition” or a “Recognized Environmental Condition” (as such terms are defined by the ASTM Standard E1527-13) that was discovered in the Phase I. Any such Phase I shall be commenced within thirty (30) days after the date of this Agreement and any such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within thirty (30) days of the Phase I report recommending such Phase II. BMBC shall use commercially reasonable efforts to cause any such Phase I conducted to be completed within thirty (30) days of the date of commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use commercially reasonable efforts to have any such Phase II completed within forty-five (45) days of the commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with RBPI’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. BMBC shall be required to restore each RBPI Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any post-assessment restoration or an assessed property substantially to its pre-assessment condition, shall be borne solely by BMBC.

Access to Properties and Records. (a) CCE shallEach of the Selling Parties shall afford, and shall cause TPC toeach of the Partnership Entities (and to the extent reasonably necessary, afford Parent) to ETP afford, to Buyer and ETP’s Buyer's accountants, counsel and representatives full (collectively "BUYER REPRESENTATIVES"), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the personnel, properties, books, contracts, commitments and records of each of the Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants (including all environmental studiesprovided that the Selling Parties or their designee(s) may, reports and other environmental records and all pipeline cost-of-service and rate-related studiesin the sole discretion of the Selling Parties, reports and records related accompany the person(s) to TPC whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to ETP Buyer all information concerning the business, properties, Liabilities liabilities and personnel related to TPC of any of the Partnership Entities as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 4.2 shall affect any representation or warranty of CCE the Selling Parties or Buyer's reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions to contained in the obligations of ETP. To the extent not located at the offices or properties of TPC Confidentiality Agreement (as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”defined in Section 9.16). TPC Rate Case Work Product has been and will be prepared in contemplation Buyer shall have no right of litigationaccess to, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Selling Parties shall not be obligated have no obligation to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or Buyer, (1) bids received from other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which the Selling Parties have concluded may jeopardize any privilege available to the Selling Parties or any of the Partnership Entities relating to such information or would cause any of such entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties' request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless the Selling Parties and their Affiliates from and against any "LOSSES" (as defined in Section 8.2) asserted against or suffered by ETP and its representatives the Seller Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or arising out of any personal injury to, or property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such personal injury or property damage results from the Confidentiality Agreement until gross negligence or willful misconduct of the Selling Parties, Parent, the Partnership Entities or any employee or agent thereof. (b) Buyer agrees that it shall preserve and keep all books and records relating to the business or operations of the Partnership Entities on or before the Closing Date with respect to information relating to TPC. Following in Buyer's possession for a period of at least six years from the Closing Date. Notwithstanding the foregoing, CCE Buyer agrees that it shall preserve and keep confidential all information related books and records of the Partnership Entities relating to any audit or investigation instituted by a Governmental Authority or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (Closing, without regard to the preceding sentence) prior to the Closing Datesix-year period set forth in this Section 4.2(b).

Access to Properties and Records. From the date of this Agreement to the Closing Date but subject to the confidentiality obligations binding on Purchaser, Seller shall, and, until the Closing Date, shall cause the LongView Entities to (a) CCE shallprovide to Purchaser and its authorized representatives reasonable access to the premises and operations of the LongView Entities during normal business hours and on reasonable notice to Seller, (b) permit Purchaser and its authorized representatives to make such inspections of the premises and operations as they may reasonably request and (c) cause the officers and employees of the LongView Entities and Seller to furnish to Purchaser and its authorized representatives such financial and operating data relating to the LongView Business as they may from time to time reasonably request, including without limitation any of TenFold's or Seller's key employees who may be identified by Purchaser as being important to the success of the LongView Entities. Neither Purchaser nor any of its authorized representatives shall (a) direct or instruct any of the officers or employees to cause the LongView Business or Seller to take any action listed in Section 4.2, without the prior consent of Seller or (b) otherwise interfere in any way with the conduct of the LongView Entities' or Seller's business. Upon the Closing, Seller shall deliver all books and records and any other assets of LongView in its possession to Purchaser or to such other Person identified in writing by Purchaser to Seller. Notwithstanding the foregoing Seller may retain a copy of any such books and records that it deems reasonably necessary to satisfy any applicable tax, accounting, legal or regulatory obligations to which it is subject, provided that Seller shall treat such books and records as confidential and shall not, and shall cause TPC toits directors, afford to ETP and ETP’s accountantsofficers, counsel employees and representatives full reasonable access during normal business hours throughout to not, use or disclose the period prior to the Closing Date (or the earlier termination of information contained therein except as permitted in this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC or as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other required by applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeLaw. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

Access to Properties and Records. (a) CCE shallSubject to Section 11.01 hereof, and EN Bancorp shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit ESSA Bancorp reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior EN Bancorp Subsidiaries, and shall disclose and make available to ESSA Bancorp during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter EN Bancorp reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and all other business activities or prospects in which ESSA Bancorp may request, have a reasonable interest; provided, however, that no investigation EN Bancorp shall not be required to take any action that would provide access to or receipt to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of information pursuant to this Section 5.2 shall affect any representation customer or warranty of CCE other person or would result in the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as waiver by it of the Closing Dateprivilege protecting communications between it and any of its counsel. EN Bancorp shall provide and shall request its auditors to provide ESSA Bancorp (subject to ESSA Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as ESSA Bancorp may reasonably request for securities disclosure purposes. ESSA Bancorp shall use commercially reasonable efforts to minimize any interference with EN Bancorp’s regular business operations during any such access to EN Bancorp’s property, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records records. EN Bancorp reserves the right to have one or more of its representatives present and accompany the representatives of ESSA Bancorp during any such access. (including safety, health, environmental, maintenance and engineering records and drawingsb) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this AgreementSection 5.03, CCE in no event shall not ESSA Bancorp have access to any information that, based on advice of EN Bancorp’s counsel, would (a) reasonably be obligated expected to provide waive any material legal privilege (b) result in the disclosure of any trade secrets of third parties, (c) result in the disclosure of any examination report issued by a Regulatory Authority or the contents thereof or any other information disclosure of which is prohibited pursuant to ETP 12 C.F.R. §4.31 et seq., or (d) violate any documents or records relating obligation of EN Bancorp with respect to litigation and regulatory matters in which TPC is involved confidentiality so long as, with respect to confidentiality, to the extent specifically requested by ESSA Bancorp, EN Bancorp has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that CCE reasonably believes such documents or records are subject ESSA Bancorp shall not conduct any environmental sampling without the prior written consent of EN Bancorp. All requests made pursuant to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement Section 5.03 shall be held in confidence directed to an executive officer of EN Bancorp or such Person or Persons as may be designated by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect EN Bancorp. All information received pursuant to information relating to TPC. Following the Closing Date, CCE this Section 5.03 shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with be governed by the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.

Access to Properties and Records. (a) CCE shallSeller will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the offices, buildings, real properties, booksmachinery and equipment, contractsinventory and supplies, commitments records, files, books of account, tax returns, agreements and records (including all environmental studiescommitments, reports partnership record books and other environmental records personnel of Seller. Seller will, upon request by Buyer afford to Buyer and all pipeline cost-of-service and rate-related studies, reports and records related its representatives access to TPC and, during such period, shall the working papers relating to the Financial Statements. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Seller hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller continued in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated Buyer will deliver to provide to ETP any documents Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Seller as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not consummated, Buyer will hold such information in strict confidence and will not use or disclose, or permit any other person or entity to use or disclose, such information until such time as such information is otherwise publicly available. Regardless of whether the transactions contemplated by this Agreement shall be held are consummated, Buyer will hold all information acquired from Seller in strict confidence except to the extent that Buyer is required by ETP and its representatives applicable law to disclose information in accordance connection with the Confidentiality Agreement until the Closing Date anticipated public offering of Buyer's common stock; further, Buyer will act in good faith with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related acquired from Seller and will not use, and will not permit any other person or entity, to the business and properties of TPC use any information acquired from Seller in any manner that is detrimental to the same extent as ETP is obligated to keep such information confidential in accordance with the terms Seller's operation of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateBusiness or is otherwise inconsistent with Seller's best interests or Buyer's obligations pursuant this Agreement.

Access to Properties and Records. (a) CCE shallLeucadia and the Seller shall cause each of the Company and the Retained Subsidiaries to afford to the Buyer and Xxxxx 0, and shall cause TPC to, afford to ETP and ETP’s the accountants, counsel and representatives full of the Buyer and Xxxxx 0, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereofSection 12) to all of the properties, books, contracts, commitments and files and records (including all environmental studies, reports but limited with respect to Tax Returns and other environmental records correspondence with accountants to these portions of Tax Returns and all pipeline cost-of-service correspondence with accountants that relate to the Company and rate-related studies, reports its Retained Subsidiaries and records related to TPC the extent reasonably necessary to evaluate the purchase of the Membership Units) of the Company and its Subsidiaries and, during such period, shall furnish promptly to ETP the Buyer and Level 3 all other information concerning the businessCompany and the Retained Subsidiaries, properties and personnel as the Buyer and Level 3 may reasonably request to evaluate the transactions contemplated hereby; provided that neither Leucadia nor the Seller shall be required to provide access to any such properties, Liabilities personnel or information to the extent relating exclusively to the Excluded Assets or Excluded Liabilities. Leucadia and personnel related the Seller also shall cause each of the Company and the Retained Subsidiaries to TPC as ETP may requestafford to the Buyer and Level 3 reasonable access to its assets and operations throughout the period prior to the Closing Date to evaluate the transactions contemplated hereby. Unless otherwise agreed to by Leucadia and the Seller, all information provided to Buyer and Level 3 and their advisors and representatives shall be kept confidential in accordance with the terms of the Confidentiality Agreement; provided, however, that no such obligation will terminate upon the Closing with respect to information relating to the Company and the Retained Subsidiaries (except, if the Buyer has not exercised the Benefit Plan Substitution Right pursuant to Section 2.2(b), in connection with Level 3’s and the Buyer’s investigation of the Transferred Benefit Plans in accordance with Section 7.16). No investigation or receipt of information pursuant to this Section 5.2 7.3 shall affect qualify any representation or warranty of CCE Leucadia or the Seller or the conditions to the obligations of ETP. To the extent not located at the offices Buyer or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeLevel 3. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

Access to Properties and Records. (a) CCE shallEach of the Selling Parties shall afford, and shall cause TPC toeach of the Partnership Entities (and to the extent reasonably necessary, afford Parent) to ETP afford, to Buyer and ETP’s Buyer's accountants, counsel and representatives full (collectively "BUYER REPRESENTATIVES"), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the personnel, properties, books, contracts, commitments and records of each of the Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants (including all environmental studiesprovided that the Selling Parties or their designee(s) may, reports and other environmental records and all pipeline cost-of-service and rate-related studiesin the sole discretion of the Selling Parties, reports and records related accompany the person(s) to TPC whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to ETP Buyer all information concerning the business, properties, Liabilities liabilities and personnel related to TPC of any of the Partnership Entities as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 4.2 shall affect any representation or warranty of CCE the Selling Parties or Buyer's reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions to contained in the obligations of ETP. To the extent not located at the offices or properties of TPC Confidentiality Agreement (as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”defined in Section 9.16). TPC Rate Case Work Product has been and will be prepared in contemplation Buyer shall have no right of litigationaccess to, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Selling Parties shall not be obligated have no obligation to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or Buyer, (1) bids received from other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which the Selling Parties have concluded may jeopardize any privilege available to the Selling Parties or any of the Partnership Entities relating to such information or would cause any of such entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties' request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless the Selling Parties and their Affiliates from and against any "LOSSES" (as defined in Section 8.2) asserted against or suffered by ETP and its representatives the Seller Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or arising out of any personal injury to, or property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such personal injury or property damage results from the Confidentiality Agreement until gross negligence or willful misconduct of the Selling Parties, Parent, the Partnership Entities or any employee or agent thereof. (b) Buyer agrees that it shall preserve and keep all books and records relating to the business or operations of the Partnership Entities on or before the Closing Date with respect to information relating to TPC. Following in Buyer's possession for a period of at least six years from the Closing Date. Notwithstanding the foregoing, CCE Buyer agrees that it shall preserve and keep confidential all information related books and records of the Partnership Entities relating to any audit or investigation instituted by a Governmental Authority or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (Closing, without regard to the preceding sentence) prior to the Closing Date.six-year period set forth in this Section 4.2(b). -28-

Access to Properties and Records. (a) CCE shall, and MDJB (which shall cause TPC to, be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) shall afford to ETP the officers, employees, attorneys, accountants and ETP’s accountantsother authorized representatives of Acquisition, counsel free and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make of the affairs of MDJB, and Acquisition shall be permitted to make extracts from, or take copies of, such books, contracts, commitments and records (including all environmental studies, reports the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating data and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the about MDJB's business, propertiesproperties and assets which any of Acquisition's respective officers, Liabilities employees, attorneys, accountants or other authorized representatives may request provided that Acquisition and personnel related its agents shall give advance notice to TPC as ETP may request, provided, however, that no investigation MDJB of any intended visit to any Facility or receipt of information pursuant to this Section 5.2 meeting with MDJB's employees and shall affect any representation or warranty of CCE or not unreasonably interfere with the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeMDJB's business. (b) The Until the Merger has been consummated (and if the Merger is not consummated, at all times hereafter), MDJB, Xxxxxxx and Acquisition will not disclose or use any information contained herein, obtained in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with course of their respective investigations. If the transactions contemplated by this Agreement shall be held in confidence by ETP proposed Merger is not consummated, Xxxxxxx and Acquisition and its representatives in accordance with will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to Xxxxxxx and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the Confidentiality Agreement until attorneys, accountants and representatives of the Closing Date parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information relating which is shown to TPC. Following have been previously known by MDJB, Xxxxxxx or Acquisition, as the Closing Datecase may be, CCE shall keep confidential all information related or generally known to the business and properties of TPC to others engaged in the same extent trade or business as ETP is obligated MDJB, Xxxxxxx or Acquisition or made known to keep such information confidential in accordance with MDJB, Xxxxxxx or Acquisition or the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datepublic by a third party.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, NewAlliance shall permit CBI and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the NewAlliance Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access CBI during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of NewAlliance or any NewAlliance Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or other strategic alternatives) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which CBI may have a reasonable interest; provided, however, that NewAlliance shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. In addition, NewAlliance and the NewAlliance subsidiaries shall not be required to disclose any analysis, minutes, or other materials pertaining to the financial or other evaluation or discussion of (i) this Agreement, or the transactions contemplated hereunder, or (ii) any third party proposal to acquire a controlling interest in NewAlliance. NewAlliance shall provide and shall request its auditors to provide CBI with such historical financial information regarding NewAlliance and any NewAlliance Subsidiary (and related audit reports and consents) as CBI may reasonably request for securities disclosure purposes. CBI shall use reasonable efforts to minimize any interference with NewAlliance’s and any NewAlliance Subsidiary’s regular business operations during any such access to NewAlliance’s or any NewAlliance Subsidiary’s personnel, property, books or records. NewAlliance and its representatives Subsidiaries shall permit CBI, at CBI’s expense, to cause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by NewAlliance or any NewAlliance Subsidiary and, to the extent NewAlliance or the applicable NewAlliance Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. CBI agrees to indemnify and hold harmless, NewAlliance, each NewAlliance Subsidiary, and any landlord or other persons with an interest in accordance with the Confidentiality Agreement until the Closing Date real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to or arising from any entry onto, or any assessments or other studies undertaken by CBI with respect to information relating to TPC. Following the Closing Dateto, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep any such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datereal property under this Section.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, WCBI shall permit PBI reasonable access upon reasonable notice to its properties and those of the WCBI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access PBI during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter WCBI reasonably determines should be treated as confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PBI may have a reasonable interest; provided, however, that WCBI shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance WCBI's reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of WCBI's business or would violate or prejudice the Closing Date rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. WCBI shall provide and shall request its auditors to provide PBI with respect such historical financial information regarding it (and related audit reports and consents) as PBI may reasonably request for Securities Law disclosure purposes. PBI shall use commercially reasonable efforts to information relating minimize any interference with WCBI's regular business operations during any such access to TPCWCBI's property, books and records. Following the Closing DateWCBI and each WCBI Subsidiary shall permit PBI, CCE shall keep confidential all information related at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or, to the business and properties of TPC to extent permitted under the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateapplicable lease agreement, occupied by WCBI or any WCBI Subsidiary.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout During the period prior to commencing on the Closing Date (or date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Article VII hereof) X or the Effective Time (such period, the “Pre-Closing Period”), the Seller Parties shall, and shall cause its Subsidiaries and each of their Representatives to, afford to Parent and its Representatives reasonable access during the Company’s normal business hours to all of the assets, properties, books, contractsrecords and Representatives of the Company and its Subsidiaries in order to afford Parent and its Representatives with the full opportunity to review, commitments examine and investigate of the affairs of the Company and its Subsidiaries, and Parent and its Representatives shall be permitted to (a) make inquiries of Persons having business relationships with the Company and its Subsidiaries (including suppliers, licensors and customers), and the Company shall ensure that each of its Subsidiaries and its Representatives facilitate (and cooperate fully with Parent in connection with) such inquiries, and (b) make extracts from, or take copies of, such books, records (including all environmental studiesthe stock records and minute books) or other documentation as may be reasonably necessary. Notwithstanding the foregoing, reports neither Parent nor its Representatives shall contact any employee or customer of the Company or any of its Subsidiaries without the prior written consent of an executive officer of the Company. During the Pre-Closing Period, the Company shall, and shall cause its Subsidiaries to, furnish or cause to be furnished to Parent such reasonable financial and operating data and other environmental records information about the Company and all pipeline cost-of-service its Subsidiaries, their respective businesses as presently conducted, as conducted in the past and rate-related studiesas presently proposed to be conducted in the future, reports and records related to TPC andtheir respective properties and assets that Parent or its Representatives may reasonably request. No information or knowledge obtained by Parent, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no its Representatives or any Indemnified Parties in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify any representation or warranty of CCE any Seller Party contained herein (or in any list, certificate, schedule or other instrument, document, agreement or writing furnished or to be furnished to or made with Parent pursuant hereto), the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates Parties to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with consummate the transactions contemplated by this Agreement or the indemnification obligations of any Person hereunder. During the Pre-Closing Period, Parent shall be held in confidence by ETP and cause members of its representatives in accordance management team with responsibility for obtaining financing for the Confidentiality Agreement until the Closing Date Transaction to communicate with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms members of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateCompany’s management team on a weekly basis.

Access to Properties and Records. (a) CCE To the extent permitted by Applicable Law, the Company shall, and shall cause TPC Bank to: (i) afford the authorized Representatives (including legal counsel, afford to ETP accountants and ETP’s accountants, counsel and representatives full consultants) of Guaranty reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) upon reasonable notice to all of the properties, books, contractsrecords, commitments branch operating reports, branch audit reports, operating instructions and records procedures, Tax Returns, contracts and documents and all other documents and data of the Company and Bank that Guaranty may from time to time reasonably request in order and where disclosure is not prohibited by Applicable Law that Guaranty may have the opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Company and Bank and to conduct the environmental investigations provided in Section 6.13; and (including all environmental studies, reports ii) furnish Guaranty with such additional financial and operating data and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC the Company and Bank as Guaranty shall, from time to time, reasonably request. The Company further agrees to continue to reasonably respond to and reasonably cooperate with Guaranty and its Representatives with respect to the same due diligence requests of Guaranty. The Company and Bank shall permit Guaranty and its Representatives to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and Bank with such Representatives, including its directors, officers, employees, accountants, counsel and creditors, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of the Company and Bank, obtaining any necessary Orders, consents or approvals of the Merger or Bank Merger by any Governmental Authority and conducting an evaluation of the assets and liabilities of the Company and Bank to the extent allowable by Applicable Law. Upon reasonable request by Guaranty, the Company shall make its President and Vice President reasonably available to discuss with Guaranty and its Representatives Guaranty’s ongoing due diligence of the Company and Bank’s operations. The Company will cause its independent outside auditors to make available to Guaranty and its Representatives, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of the Company and Bank as ETP is obligated may be requested by Guaranty in connection with its review of the foregoing matters. Notwithstanding anything in this Agreement to keep the contrary, neither the Company nor Bank shall be required to provide access to or disclose information to Guaranty where such access or disclosure would violate Applicable Law, Order, fiduciary duty or binding agreement entered into prior to the date of this Agreement. (b) As soon as practicable after they become available, the Company will deliver or make available to Guaranty all unaudited monthly and quarterly financial information confidential prepared for the internal use of management of the Company or Bank and all Regulatory Reports filed by Bank with the appropriate Governmental Authority after the date of this Agreement. All such financial information will be prepared from the books and records of the Company and Bank and will fairly present the consolidated financial position, results of operations, shareholders’ equity and cash flows of the Company at the dates and for the periods indicated in accordance with GAAP applied on a consistent basis throughout the terms of the Confidentiality Agreement (without regard periods indicated, except that unaudited financial statements may be subject to normal year-end audit adjustments required by GAAP. The Regulatory Reports filed by Bank subsequent to the preceding sentence) prior to date hereof will fairly present the Closing Datefinancial position of Bank and the results of its operations at the dates and for the periods indicated in compliance with Applicable Law.

Access to Properties and Records. (a) CCE To the extent permitted by Applicable Law, the Company shall, and shall cause TPC Bank to: (i) afford the authorized Representatives (including legal counsel, afford to ETP accountants and ETP’s accountants, counsel and representatives full consultants) of Guaranty reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) upon reasonable notice to all of the properties, books, contractsrecords, commitments branch operating reports, branch audit reports, operating instructions and records procedures, Tax Returns, contracts and documents and all other documents and data of the Company and Bank that Guaranty may from time to time reasonably request in order and where disclosure is not prohibited by Applicable Law that Guaranty may have the opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Company and Bank and to conduct the environmental investigations provided in Section 6.13; and (including all environmental studies, reports ii) furnish Guaranty with such additional financial and operating data and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC the Company and Bank as Guaranty shall, from time to time, reasonably request. The Company further agrees to continue to reasonably respond to and reasonably cooperate with Guaranty and its Representatives with respect to the same due diligence requests of Guaranty. The Company and Bank shall permit Guaranty and its Representatives to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and Bank with such Representatives, including its directors, officers, employees, accountants, counsel and creditors, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of the Company and Bank, obtaining any necessary Orders, consents or approvals of the Merger or Bank Merger by any Governmental Authority and conducting an evaluation of the assets and liabilities of the Company and Bank to the extent allowable by Applicable Law. Upon reasonable request by Guaranty, the Company shall make its Chief Financial Officer and controller reasonably available to discuss with Guaranty and its Representatives Guaranty’s ongoing due diligence of the Company and Bank’s operations. The Company will cause its independent outside auditors to make available to Guaranty and its Representatives, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of the Company and Bank as ETP is obligated may be requested by Guaranty in connection with its review of the foregoing matters. Notwithstanding anything in this Agreement to keep the contrary, neither the Company nor Bank shall be required to provide access to or disclose information to Guaranty where such access or disclosure would violate Applicable Law, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. (b) As soon as practicable after they become available, the Company will deliver or make available to Guaranty all unaudited monthly and quarterly financial information confidential prepared for the internal use of management of the Company or Bank and all Regulatory Reports filed by Bank with the appropriate Governmental Authority after the date of this Agreement. All such financial information will be prepared from the books and records of the Company and Bank and will fairly present the consolidated financial position, results of operations, shareholders’ equity and cash flows of the Company at the dates and for the periods indicated in accordance with GAAP applied on a consistent basis throughout the terms of the Confidentiality Agreement (without regard periods indicated, except that unaudited financial statements may be subject to normal year-end audit adjustments required by GAAP. The Regulatory Reports filed by Bank subsequent to the preceding sentence) prior to date hereof will fairly present the Closing Datefinancial position of Bank and the results of its operations at the dates and for the periods indicated in compliance with Applicable Law.

Access to Properties and Records. (a) CCE shallThe Company will keep Samaritan advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Samaritan to make a full investigation of the business, properties and shall cause TPC tofinancial condition of the Company during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. The Company will, during regular business hours and upon reasonable notice, afford to ETP Samaritan full access to its offices, buildings, records, files, books of account, corporate record books and ETP’s accountantspersonnel of the Company, counsel and will permit Samaritan and its representatives to contact and interview the Company's personnel, attorneys and any other persons that Samaritan shall reasonably determine to be necessary for it to make a full reasonable access during normal business hours throughout investigation of the period prior Company, provided that all confidential information disclosed to Samaritan shall be maintained by Samaritan in accordance with the Closing Date (provisions of the Confidentiality Agreement dated November 1, 1996 between Samaritan and Petroleum Helicopters, Inc. The Company will update by amendment or supplement each of the earlier termination of Schedules referred to herein and any other disclosure in writing from the Company required by this Agreement pursuant to Article VII hereof) be disclosed in writing by the Company to all Samaritan promptly upon any change in the information set forth in such Schedules or other disclosures, and the Company hereby represents and warrants that such Schedules and such written disclosures, as so amended or supplemented, shall be true, correct and complete as of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Samaritan might otherwise have to terminate this Agreement pursuant to Section 12.1(c) due to the failure to satisfy the condition in Section 9.1. No investigation or receipt of information pursuant to this Section 5.2 7.1 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPSamaritan to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved Samaritan will deliver to the extent that CCE reasonably believes such documents Company all documents, work papers and other material (including copies thereof) obtained by Samaritan or records are subject to on its behalf from the attorney-client Company as a result of this Agreement or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held hereby are not consummated, Samaritan will hold such information in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent such time as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateis otherwise publicly available.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and FKF shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit BMBC reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior FKF Subsidiaries, and shall disclose and make available to BMBC during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter FKF reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BMBC may have a reasonable interest; provided, however, that FKF shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. FKF shall provide and shall request its auditors to provide BMBC with such historical financial information regarding it (without regard and related audit reports and consents) as BMBC may reasonably request for securities disclosure purposes. BMBC shall use commercially reasonable efforts to minimize any interference with FKF’s regular business operations during any such access to FKF’s property, books and records. FKF shall permit BMBC, at its expense, to cause a Phase I and any Phase II Environmental Site Assessment (“Phase II”) recommended therein to be performed at each owned FKF Real Property; provided, however, that BMBC shall only have the preceding sentence) right to conduct a Phase II prior to the Closing DateDate only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement and any such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within 30 days of the Phase I report recommending such Phase II. BMBC shall use its best efforts to cause any such Phase I conducted to be completed within 30 days of the date of commencement thereof, but in no event more than 45 days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use its best efforts to have any such Phase II completed within 45 days of the commencement thereof, but in no event more than 60 days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with FKF’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. BMBC shall be required to restore each FKF Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by BMBC.

Access to Properties and Records. (a) CCE shallSubject to Section 10.03 hereof, and Xxxxxxxx Federal shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit OFED reasonable access during normal business hours throughout upon reasonable notice to its properties, and shall disclose and make available to OFED during normal business hours all of its books, papers and records relating to the period assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter Xxxxxxxx Federal reasonably determines should be treated as confidential) and members’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which OFED may have a reasonable interest; provided, however, that Xxxxxxxx Federal shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. Xxxxxxxx Federal shall provide and shall request its auditors to provide OFED (subject to OFED entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as OFED may reasonably request. OFED shall use commercially reasonable efforts to minimize any interference with Xxxxxxxx Federal’s regular business operations during any such access to Xxxxxxxx Federal’s property, books and records. From the date of this Agreement through the Closing Date, Xxxxxxxx Federal shall permit employees of Oconee Federal reasonable access to information relating to problem loans, loan restructurings, loan sales and participations, and loan work-outs of Xxxxxxxx Federal. (b) Xxxxxxxx Federal shall permit OFED, at its expense, to cause a “Phase I Environmental Site Assessment” (a “Phase I”) (in conformance with American Society for Testing Materials (“ATSM”) Standard 1527-05, as amended) to be performed at each Branch owned by Xxxxxxxx Federal, and, to the extent permitted by any lease governing Xxxxxxxx Federal’s lease of any branch, at each branch leased by Xxxxxxxx Federal, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the “Phase II”) prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (or as such term is defined by the earlier termination ASTM) that was discovered in the Phase I; provided, that OFED provides notice to Xxxxxxxx Federal of its intent to cause a Phase I to be performed within thirty (30) days of the date of this Agreement and of its intent to cause a Phase II to be performed within fifteen (15) days of the receipt of the Phase I report; provided, further, that as to any Phase II performed at a Branch which Xxxxxxxx Federal leases, the landlord pursuant to Article VII hereofthe applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Xxxxxxxx Federal will use its commercially reasonable efforts (at no cost to Xxxxxxxx Federal) to all obtain such landlord consent. Prior to performing any Phase II, OFED will provide Xxxxxxxx Federal with a copy of its proposed work plan and OFED will cooperate in good faith with Xxxxxxxx Federal to address any comments or suggestions made by Xxxxxxxx Federal regarding the properties, books, contracts, commitments work plan. OFED and records (including its environmental consultant shall conduct all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information assessments pursuant to this Section 5.2 shall affect any representation 5.03 at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with Xxxxxxxx Federal’s operation of ETP. To the extent not located at the offices or properties of TPC as of the Closing Dateits business, as promptly as practicable thereafter, CCE and OFED shall deliver, maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. OFED shall be required to restore each property to substantially its appropriate Affiliates to deliver to ETP all of the books of accountspre-assessment condition. All costs and expenses incurred in connection with any Phase I and any restoration and clean up, minute books, record books and other records shall be borne solely by OFED. (including safety, health, environmental, maintenance and engineering records and drawingsc) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this AgreementSection 5.03, CCE in no event shall not OFED have access to any information that, based on advice of Xxxxxxxx Federal’s counsel, would (i) reasonably be obligated expected to provide waive any material legal privilege (ii) result in the disclosure of any trade secrets of third parties or (iii) violate any obligation of Xxxxxxxx Federal with respect to ETP any documents or records relating confidentiality so long as, with respect to litigation and regulatory matters in which TPC is involved confidentiality, to the extent specifically requested by OFED, Xxxxxxxx Federal has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that CCE reasonably believes such documents or records are subject OFED shall not conduct any environmental sampling without the prior written consent of Xxxxxxxx Federal, which consent may be withheld in Xxxxxxxx Federal’s discretion. All requests made pursuant to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement Section 5.03 shall be held in confidence directed to an executive officer of Xxxxxxxx Federal or such Person or Persons as may be designated by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect Xxxxxxxx Federal. All information received pursuant to information relating to TPC. Following the Closing Date, CCE this Section 5.03 shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with be governed by the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.

Access to Properties and Records. (a) CCE shallEach of Seller and Xxxx will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, partnership record books and personnel of Seller. Seller will, upon request by Buyer, request its independent auditors to afford to Buyer and its representatives access to the earlier termination of this Agreement pursuant to Article VII hereof) to working papers for all audits of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall Financial Statements. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Seller hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller continued in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated Buyer will deliver to provide to ETP any documents Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Seller as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not consummated, Buyer will hold such information in strict confidence and will not use or disclose, or permit any other person or entity to use or disclose, such information until such time as such information is otherwise publicly available. Regardless of whether the transactions contemplated by this Agreement shall be held are consummated, Buyer will hold all information acquired from Seller in strict confidence except to the extent that Buyer is required by ETP and its representatives applicable law to disclose information in accordance connection with the Confidentiality Agreement until the Closing Date anticipated public offering of Buyer's common stock; further, Buyer will act in good faith with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related acquired from Seller and will not use, and will not permit any other person or entity, to the business and properties of TPC use any information acquired from Seller in any manner that is detrimental to the same extent as ETP is obligated to keep such information confidential in accordance with the terms Seller's operation of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateBusiness or is otherwise inconsistent with Seller's best interests or Buyer's obligations pursuant this Agreement.

Access to Properties and Records. (a) CCE shallSubject to Section 13.1 hereof, Kelsan and Holdco shall permit Portec Rail reasonable access upon reasonable notice to its properties, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Portec Rail during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter Kelsan or Holdco reasonably determines should be treated as confidential) and shareholders' meetings, organizational documents, material contracts and agreements, filings with any Governmental Entities, litigation files, plans affecting employees, and any other business activities or prospects in which Portec Rail may have a reasonable interest; provided, however, that Kelsan or Holdco shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance Kelsan's or Holdco's reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of Kelsan's or Holdco's business or would violate or prejudice the Closing Date rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Kelsan shall provide and shall request its independent accountants to provide Portec Rail with respect such historical financial information regarding it (and related audit reports and consents) as Portec Rail may reasonably request. Portec Rail shall use commercially reasonable efforts to information relating minimize any interference with Kelsan's or Holdco's regular business operations during any such access to TPCKelsan's and Holdco's property, books and records. Following the Closing DateKelsan shall permit Portec Rail, CCE shall keep confidential all information related at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or, to the business and properties of TPC to extent permitted under the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateapplicable lease agreement, occupied by Kelsan.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, CBI will permit NewAlliance and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the CBI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access NewAlliance during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of CBI or any CBI Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or other strategic alternatives) and shareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NewAlliance may have a reasonable interest; provided, however, that CBI shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. In addition, CBI and the CBI Subsidiaries shall not be required to disclose any analysis, minutes, or other materials pertaining to the financial or other evaluation or discussion of (i) this Agreement or the transactions contemplated herein, or (ii) any third party proposal to acquire a controlling interest in CBI. CBI shall provide and shall request its auditors to provide NewAlliance with such historical financial information regarding CBI and any CBI Subsidiary (and related audit reports and consents) as NewAlliance may reasonably request for securities disclosure purposes. NewAlliance shall use reasonable efforts to minimize any interference with CBI's and any CBI Subsidiary's regular business operations during any such access to CBI's or any CBI Subsidiary's personnel, property, books or records. CBI and its representatives Subsidiaries shall permit NewAlliance, at NewAlliance's expense, to cause so-called "Phase I Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to be performed at any physical location owned or operated by CBI or any CBI Subsidiary and, to the extent CBI or the applicable CBI Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. NewAlliance agrees to indemnify and hold harmless, CBI, each CBI Subsidiary, and any landlord or other persons with an interest in accordance with the Confidentiality Agreement until the Closing Date real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to or arising from any entry onto, or any assessments or other studies undertaken by NewAlliance with respect to information relating to TPC. Following the Closing Dateto, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep any such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datereal property under this Section.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 CNB shall permit NBT access upon reasonable notice to its properties and those of the CNB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access NBT during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter CNB reasonably determines should be treated as confidential) and shareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NBT may have a reasonable interest; provided, however, that CNB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance CNB's reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of CNB's business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other person or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel or contravene any applicable law. CNB shall provide and shall request its auditors to provide NBT with such historical financial information regarding it (without regard and related audit reports and consents) as NBT may reasonably request for Securities Law disclosure purposes. NBT shall use commercially reasonable efforts to minimize any interference with CNB's regular business operations during any such access to CNB's property, books and records. CNB and each CNB Subsidiary shall permit NBT, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by CNB or any CNB Subsidiary. If NBT causes a "phase I environmental audit" or a "phase II environmental audit" to be performed, then NBT agrees to use all commercially reasonable efforts to cause any such audit to be completed as soon as reasonably practicable after commencement and to restore the preceding sentence) prior property to the Closing Dateits original condition after completion.

Access to Properties and Records. (a) CCE shallSeller shall permit Purchaser reasonable access upon reasonable notice to its properties and those of the Seller Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Purchaser during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter Seller reasonably determines should be treated as confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Purchaser may have a reasonable interest; provided, however, that Seller shall not be held required to take any action that would provide access to or disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance Seller's reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of Seller's business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other person, or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel, or would be contrary to any law or regulation applicable to Seller Bank. Seller shall provide and shall request its auditors to provide Purchaser with such historical financial information regarding it (without regard and related audit reports, consents and work papers) as Purchaser may reasonably request. Purchaser shall use commercially reasonable efforts to the preceding sentence) prior minimize any interference with Seller's regular business operations during any such access to the Closing DateSeller's property, books and records. Seller and each Seller Subsidiary shall permit Purchaser, at Purchaser's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Seller or any Seller Subsidiary.

Access to Properties and Records. (a) CCE shallSamaritan will keep the Company advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting the Company to make a full investigation of the business, properties and shall cause TPC tofinancial condition of Samaritan during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Samaritan will, during regular business hours and upon reasonable notice, afford to ETP the Company and ETP’s its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, spare parts, records, files, books of account, tax returns, agreements and commitments, corporate record books and personnel of Samaritan and will permit the Company and its representatives to contact and interview Samaritan's personnel, certified public accountants, counsel attorneys, suppliers, third party payors, vendors, referral sources and representatives any other persons that the Company shall reasonably determine to be necessary for it to make a full reasonable access during normal business hours throughout investigation of the period prior Business, provided that all confidential information disclosed to the Closing Date (or Company shall be maintained by the earlier termination of this Agreement pursuant to Article VII hereof) to all Company in accordance with the provisions of the propertiesConfidentiality Agreement dated November 1, books1996 between Samaritan and Petroleum Helicopters, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall Inc. Samaritan will furnish to ETP the Company all such further information concerning the businessbusiness and affairs of Samaritan as the Company may reasonably request. Samaritan will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Samaritan required by this Agreement to be disclosed in writing by Samaritan to the Company promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Samaritan hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which the Company might otherwise have to terminate this Agreement pursuant to Section 12.1(b) due to the failure to satisfy the condition in Section 8.1. No investigation or receipt of information pursuant to this Section 5.2 6.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPthe Company to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated the Company will deliver to provide to ETP any documents Samaritan all documents, work papers and other material (including copies thereof) obtained by the Company or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Samaritan as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held hereby are not consummated, the Company will hold such information in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent such time as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateis otherwise publicly available.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger, the Holding Company Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, CMS Bancorp will permit Xxxxxx and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the CMS Bancorp Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Xxxxxx during normal business hours throughout the period prior to the Closing Date (or Effective Time of the earlier termination of this Agreement pursuant to Article VII hereof) to Merger all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of CMS Bancorp or any of the CMS Bancorp Subsidiaries relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement, the Holding Company Merger Agreement, the Bank Merger Agreement or other strategic alternatives) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Xxxxxx may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE CMS Bancorp shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person. CMS Bancorp shall provide and shall request its auditors to provide Xxxxxx with such historical financial information regarding CMS Bancorp and any of the CMS Bancorp Subsidiaries (and related audit reports and consents) as Xxxxxx may reasonably request. Xxxxxx shall use reasonable efforts to ETP minimize any documents interference with CMS Bancorp’s and any of the CMS Bancorp Subsidiaries’ regular business operations during any such access to CMS Bancorp’s or records relating the CMS Bancorp Subsidiaries’ personnel, property, books or records. CMS Bancorp and any of the CMS Bancorp Subsidiaries shall permit Xxxxxx, at Xxxxxx’x expense, to litigation and regulatory matters in which TPC is involved cause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by CMS Bancorp or any of the CMS Bancorp Subsidiaries and, to the extent that CCE reasonably believes such documents CMS Bancorp or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms any of the Confidentiality Agreement (without regard CMS Bancorp Subsidiaries has the contractual right to the preceding sentence) prior to the Closing Datedo so, at any Loan Property or Participation Facility.

Access to Properties and Records. (a) CCE shallDouglass shall permit Purchaser reasonable access upon reasonablx xxxxxx to its properties and those of Seller Bank, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Purchaser during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter Douglass reasonably determines should be treated as confidential) xxx xxockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Purchaser may have a reasonable interest; provided, however, that Douglass shall not be held required to take any action that would proxxxx xxxess to or disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance Douglass’ reasonable judgment, would interfere with the Confidentiality Agreement until normal cxxxxxx xf Douglass’ business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or bxxxxxxx interests or confidences of any customer or other person, or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel, or would be contrary to any law or regulation applicable to Seller Bank. Douglass shall provide and shall request its auditors to provide Xxxxxxxer with such historical financial information regarding it (without regard and related audit reports, consents and work papers) as Purchaser may reasonably request. Purchaser shall use commercially reasonable efforts to the preceding sentence) prior minimize any interference with Douglass’ regular business operations during any such access to the Closing DateXxxxxxxx’ property, books and records. Douglass and Seller Bank xxxxx xermit Purchaser, at Purchaser’s xxxxxxx, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Douglass or Seller Bank.

Access to Properties and Records. (a) CCE shall, and The Seller shall cause TPC to, afford to ETP the officers, employees, attorneys, accountants and ETP’s accountantsother authorized representatives of the Buyer, counsel free and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessSeller's Assets, properties, Liabilities Books and personnel related Records, students and employees in order to TPC afford the Buyer as ETP full an opportunity of review, examination and investigation as the Buyer shall desire to make of the affairs of the Seller and the Institution, and the Buyer shall be permitted to make extracts from, or take copies of, such Books and Records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and the Seller shall furnish or cause to be furnished to the Buyer such reasonable financial and operating data and other information about the Business, properties and assets which any of the Buyer's respective officers, employees, attorneys, accountants or other authorized representatives may request, provided, however, ; provided that no Buyer and its agents shall not unreasonably interfere with the operations of the Business. No information or knowledge obtained in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify any representation or warranty of CCE contained herein or the conditions to the obligations of ETP. To the extent not located at parties to consummate the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in transactions contemplated by this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The Seller shall furnish the Buyer, upon reasonable request, with all information contained hereinconcerning the Seller and the Institution reasonably required for inclusion in any application made by the Buyer to ACICS, in the CCE Disclosure Letter ED, any Accrediting Body, New Jersey Department of Education or heretofore any other state governmental department and/or agency or hereafter delivered to ETP any non-governmental or its authorized representatives quasi-governmental body or regulatory body in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until reinstatement of Licenses, Accreditations and Certifications following the Closing Date with respect to information relating to TPC. Following consummation of such transactions. (c) After the Closing Date, CCE the Buyer shall keep confidential all information related provide the Seller with reasonable access to the business pre-Closing books and properties records of TPC the Business to the same extent as ETP is obligated required by the Seller to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datefulfill its obligations under this Agreement.

Access to Properties and Records. (a) CCE shallEach of the Selling Parties shall afford, and shall cause TPC toeach of the Partnership Entities (and to the extent reasonably necessary, afford Parent) to ETP afford, to Buyer and ETPBuyer’s accountants, counsel and representatives full (collectively “Buyer Representatives”), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the personnel, properties, books, contracts, commitments and records of each of the Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants (including all environmental studiesprovided that the Selling Parties or their designee(s) may, reports and other environmental records and all pipeline cost-of-service and rate-related studiesin the sole discretion of the Selling Parties, reports and records related accompany the person(s) to TPC whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to ETP Buyer all information concerning the business, properties, Liabilities liabilities and personnel related to TPC of any of the Partnership Entities as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 4.2 shall affect any representation or warranty of CCE the Selling Parties or Buyer’s reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions to contained in the obligations of ETP. To the extent not located at the offices or properties of TPC Confidentiality Agreement (as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”defined in Section 9.16). TPC Rate Case Work Product has been and will be prepared in contemplation Buyer shall have no right of litigationaccess to, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Selling Parties shall not be obligated have no obligation to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or Buyer, (1) bids received from other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which the Selling Parties have concluded may jeopardize any privilege available to the Selling Parties or any of the Partnership Entities relating to such information or would cause any of such entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties’ request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless the Selling Parties and their Affiliates from and against any “Losses” (as defined in Section 8.2) asserted against or suffered by ETP and its representatives the Seller Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or arising out of any personal injury to, or property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such personal injury or property damage results from the Confidentiality Agreement until gross negligence or willful misconduct of the Selling Parties, Parent, the Partnership Entities or any employee or agent thereof. (b) Buyer agrees that it shall preserve and keep all books and records relating to the business or operations of the Partnership Entities on or before the Closing Date with respect to information relating to TPC. Following in Buyer’s possession for a period of at least six years from the Closing Date. Notwithstanding the foregoing, CCE Buyer agrees that it shall preserve and keep confidential all information related books and records of the Partnership Entities relating to any audit or investigation instituted by a Governmental Authority or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (Closing, without regard to the preceding sentence) prior to the Closing Datesix-year period set forth in this Section 4.2(b).

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior Seller will keep Buyer advised of -------------------------------- all material developments relevant to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all consummation of the properties, books, contracts, commitments transactions contemplated hereby and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related will cooperate fully in permitting Buyer to TPC and, during such period, shall furnish to ETP all information concerning make a full investigation of the business, properties, Liabilities financial condition and investments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to Buyer and its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, corporate record books and stock books and personnel related of Seller, and will permit Buyer and its representatives to TPC contact and interview Seller's personnel, suppliers, vendors, referral sources and any other persons that Buyer shall reasonably determine to be necessary for it to make a full investigation of the Business. Seller will furnish to Buyer all such further information concerning the business and affairs of Seller as ETP Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, and Seller hereby represents and warrants that such Schedules and such written disclosures, as so amended or supplemented, shall be true, correct and complete as of the date or dates thereof; provided, however, that no the inclusion of any information in any such -------- ------- amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have to terminate this Agreement pursuant to Section 11.1(c) due to the failure to satisfy the condition in Section 7.1. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated Buyer will deliver to provide to ETP any documents Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Seller as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held hereby are not consummated, Buyer will hold such information in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent such time as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateis otherwise publicly available.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior Seller will keep Buyer advised of all material developments relevant to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all consummation of the properties, books, contracts, commitments transactions contemplated hereby and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related will cooperate fully in permitting Buyer to TPC and, during such period, shall furnish to ETP all information concerning make a full investigation of the business, properties, Liabilities financial condition and investments of Seller related to the Disc Go Round Business during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to Buyer and its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, corporate record books and personnel related of Seller which relate to TPC the Disc Go Round Business. Seller will, upon request by Buyer, provide reasonable access to Buyer's auditors with respect to the records of the Disc Go Round Business and will encourage Seller's auditors to allow Buyer and Buyer's auditors access to the working papers for all audits of the Financial Statements. Seller will furnish to Buyer all such further information concerning the Disc Go Round Business and affairs of Seller as ETP Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, and Seller hereby represents and warrants that such Schedules and such written disclosures, as so amended or supplemented, shall be true, correct and complete as of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair (except as provided in Section 11.5) any right which Buyer might otherwise have respecting the representations or warranties of Seller contained in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated Buyer will deliver to provide to ETP any documents Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Seller as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Datehereby are not consummated, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep Buyer will hold such information confidential in accordance with the terms of the Confidentiality Agreement (without regard strictest confidence and will not use or disclose, or permit any other person or entity to the preceding sentence) prior to the Closing Dateuse or disclose, such information until such time as such information is otherwise publicly available.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, FLBC shall permit First Niagara Financial reasonable access upon reasonable notice to its properties and those of the FLBC Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access First Niagara Financial during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or other strategic alternatives) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Niagara Financial may have a reasonable interest; provided, however, that FLBC shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. FLBC shall provide and shall request its auditors to provide First Niagara Financial with such historical financial information regarding it (without regard and related audit reports and consents) as First Niagara Financial may reasonably request for securities disclosure purposes. First Niagara Financial shall use commercially reasonable efforts to the preceding sentence) prior minimize any interference with FLBC's regular business operations during any such access to the Closing DateFLBC's property, books and records. FLBC and each FLBC Subsidiary shall permit First Niagara Financial, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by FLBC or any FLBC Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 11.1, FCB shall permit BHLB access upon reasonable notice and at reasonable times to its properties and those of the FCB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access BHLB during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books of directors’ and shareholders’ meetings (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter that FCB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB may have a reasonable interest; provided, however, that FCB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance FCB’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of FCB’s business or would violate or prejudice the Closing Date rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. FCB shall provide and shall request its auditors to provide BHLB with respect such historical financial information regarding it (and related audit reports and consents) as BHLB may reasonably request for Securities Law disclosure purposes. BHLB shall use commercially reasonable efforts to information relating minimize any interference with FCB’s and FCB Subsidiaries’ regular business operations during any such access to TPCFCB’s and FCB’s Subsidiaries’ property, books and records. Following the Closing DateFCB and each FCB Subsidiary shall permit BHLB, CCE shall keep confidential all information related at BHLB’s expense, to the business and properties of TPC (i) cause a Phase I environmental assessment to the same extent as ETP is obligated be performed at any physical location owned or occupied by FCB or any FCB Subsidiary, subject to keep such information confidential in accordance compliance with the terms applicable lease in the case of the Confidentiality Agreement any non-owned, occupied location, and (without regard ii) cause an appraisal to the preceding sentence) prior to the Closing Datebe performed in respect of any real property owned by FCB or any FCB Subsidiary.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, NewAlliance shall permit CBI and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the NewAlliance Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access CBI during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of NewAlliance or any NewAlliance Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or other strategic alternatives) and shareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which CBI may have a reasonable interest; provided, however, that NewAlliance shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. In addition, NewAlliance and the NewAlliance subsidiaries shall not be required to disclose any analysis, minutes, or other materials pertaining to the financial or other evaluation or discussion of (i) this Agreement, or the transactions contemplated hereunder, or (ii) any third party proposal to acquire a controlling interest in NewAlliance. NewAlliance shall provide and shall request its auditors to provide CBI with such historical financial information regarding NewAlliance and any NewAlliance Subsidiary (and related audit reports and consents) as CBI may reasonably request for securities disclosure purposes. CBI shall use reasonable efforts to minimize any interference with NewAlliance's and any NewAlliance Subsidiary's regular business operations during any such access to NewAlliance's or any NewAlliance Subsidiary's personnel, property, books or records. NewAlliance and its representatives Subsidiaries shall permit CBI, at CBI's expense, to cause so-called "Phase I Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to be performed at any physical location owned or operated by NewAlliance or any NewAlliance Subsidiary and, to the extent NewAlliance or the applicable NewAlliance Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. CBI agrees to indemnify and hold harmless, NewAlliance, each NewAlliance Subsidiary, and any landlord or other persons with an interest in accordance with the Confidentiality Agreement until the Closing Date real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to or arising from any entry onto, or any assessments or other studies undertaken by CBI with respect to information relating to TPC. Following the Closing Dateto, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep any such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datereal property under this Section.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, FMBT shall permit PFS reasonable access upon reasonable notice to its properties and those of the FMBT Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access PFS during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter FMBT reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PFS may have a reasonable interest; provided, however, that FMBT shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance FMBT’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of FMBT’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other person or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. FMBT shall provide and shall request its auditors to provide PFS with such historical financial information regarding it (without regard and related audit reports and consents) as PFS may reasonably request for securities disclosure purposes. PFS shall use commercially reasonable efforts to the preceding sentence) prior minimize any interference with FMBT’s regular business operations during any such access to the Closing DateFMBT’s property, books and records. FMBT and each FMBT Subsidiary shall permit PFS, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by FMBT or any FMBT Subsidiary.

Access to Properties and Records. (a) CCE shallEach of the Flatbush Parties agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it will (and will cause its Subsidiaries to) afford Northfield, and shall cause TPC toNorthfield’s officers, afford to ETP employees, counsel, accountants and ETP’s accountantsother authorized Representatives, counsel and representatives full such reasonable access during normal business hours throughout the period prior before the Effective Time to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studiestax returns and work papers of independent auditors), reports properties, personnel and to such other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC information as Northfield may reasonably request and, during such period, shall it will furnish promptly to ETP Northfield (1) a copy of each report, schedule and other document filed by it pursuant to the requirements of Federal or state securities or banking laws, and (2) all other information concerning the business, properties, Liabilities properties and personnel related of it as Northfield may reasonably request. The Flatbush Parties or any of its Subsidiaries will not be required to TPC as ETP may requestafford access or disclose information that would violate or prejudice the rights of its customers, jeopardize attorney-client privilege or contravene any provisions of applicable law, rule or regulation or any binding agreement with any third party. The Parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. Each party will hold any information that is nonpublic and confidential in accordance with the confidentiality provisions of the Confidentiality Agreement. No investigation by any party of the business and affairs of the other party, pursuant to this Section of the Agreement or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party’s obligation to consummate the transactions contemplated by this Agreement. (b) Flatbush Federal Bancorp shall permit Northfield Bancorp, at Northfield Bancorp’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Flatbush Federal Savings branch at any time prior to the Closing Date; provided, however, that Northfield Bancorp shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit,” and provided that as to any “phase II environmental audits” performed at a branch which Flatbush Federal Savings leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. Flatbush Federal Savings will use its commercially reasonable efforts (at no investigation cost to Flatbush Federal Savings) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Northfield Bancorp will provide Flatbush Federal Savings with a copy of its proposed work plan and Northfield Bancorp will cooperate in good faith with Flatbush Federal Savings to address any comments or receipt of information suggestions made by Flatbush Federal Savings regarding the work plan. Northfield Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with Flatbush Federal Savings’ operation of ETP. To the extent not located at the offices or properties of TPC as of the Closing Dateits business, as promptly as practicable thereafter, CCE and Northfield Bancorp shall deliver, maintain or cause its appropriate Affiliates to deliver be maintained reasonably adequate insurance with respect to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining any assessment conducted hereunder. Northfield Bancorp shall be required to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product restore each property upon which environmental testing has been performed to substantially its pre-assessment condition. All costs and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives expenses incurred in connection with the transactions contemplated by this Agreement any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be held in confidence borne solely by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateNorthfield Bancorp.

Access to Properties and Records. (a) CCE From the date of this Agreement until the Closing Date, the Seller Parties shall, and shall cause TPC to, the Subsidiaries of the Company to (in a manner so as to not interfere with the normal business operations of the Company or any of its Subsidiaries) afford to ETP the Buyer and ETP’s accountantsits Representatives reasonable access, counsel upon reasonable notice and representatives full during times mutually convenient to Buyer and senior management of the Company to the assets, properties (provided that such access shall not permit Buyer or its Representatives to conduct any environmental testing), books and records of the Company and its Subsidiaries, including reasonable financial and operating data and other information about the Company and its Subsidiaries and their respective businesses as presently conducted, conducted in the past and presently proposed to be conducted in the future, as Buyer and its Representative may reasonably request; provided that, (a) all requests for such access during normal business hours throughout the period shall be directed to a Designated Contact, (b) prior to the Closing Date Parent and Buyer shall not (and shall cause their respective Representatives not to) contact any partner, member, equityholder, officer, manager, director, employee, customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of the Company or any of its Subsidiaries regarding the Company or any of its Subsidiaries, their business or the earlier termination Transactions, in each case, without the prior written consent of this Agreement pursuant a Designated Contact, and (c) nothing herein shall require the Company to Article VII hereof) to all provide access to, or disclose information to, Buyer or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the propertiesCompany, bookswould (i) jeopardize any attorney-client or other legal privilege, contractsincluding the attorney-client privilege or the attorney work product privilege or (ii) contravene any applicable Law, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related fiduciary duty or Contract to TPC and, during such period, shall furnish to ETP all which the Buyer or any of its Subsidiaries are a party. No information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no or knowledge obtained in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify in any way any representation or warranty of CCE any Seller Party contained herein (or in any list, certificate, schedule or other instrument, document, agreement or writing furnished or to be furnished to or made with the Buyer pursuant hereto), the conditions to the obligations of ETP. To the extent not located at Parties to consummate the offices Transactions or properties the indemnification obligations of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegePerson hereunder. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

Access to Properties and Records. (a) CCE shallFirst Federal Bancorp agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it will (and will cause its Subsidiaries to) afford Alpena Banking Corporation, and shall cause TPC toAlpena Banking Corporation’s officers, afford to ETP employees, counsel, accountants and ETP’s accountantsother authorized Representatives, counsel and representatives full such reasonable access during normal business hours throughout the period prior before the Effective Time to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studiestax returns and work papers of independent auditors), reports properties, personnel and to such other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC information as Alpena Banking Corporation may reasonably request and, during such period, shall it will furnish promptly to ETP Alpena Banking Corporation (1) a copy of each report, schedule and other document filed by it pursuant to the requirements of Federal or state securities or banking laws, and (2) all other information concerning the its business, properties, Liabilities properties and personnel related as Alpena Banking Corporation may reasonably request. First Federal Bancorp or any of its Subsidiaries will not be required to TPC as ETP afford access or disclose information that would violate or prejudice the rights of its customers, jeopardize attorney-client privilege or contravene any provisions of applicable law, rule or regulation or any binding agreement with any third party. The Parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. Each party will hold any information that is nonpublic and confidential in accordance with the confidentiality provisions of the Confidentiality Agreement. No investigation by any party of the business and affairs of the other party, pursuant to this Section of the Agreement or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party’s obligation to consummate the transactions contemplated by this Agreement. (b) Alpena Banking Corporation may requestelect, at its expense, to conduct a “phase I environmental audit” and a “phase II environmental audit” at each First Federal Bank branch at a time or times mutually agreeable to the Parties prior to the Closing Date; provided, however, that Alpena Banking Corporation may elect to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is recommended by the “phase I environmental audit” as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) identified in the “phase I environmental audit,” and provided that as to any “phase II environmental audits” performed at a branch which First Federal Bank leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. First Federal Bank will use its commercially reasonable efforts (at no investigation cost to First Federal Bancorp or receipt First Federal Bank) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Alpena Banking Corporation will provide First Federal Bank with a copy of information its proposed work plan and Alpena Banking Corporation will cooperate in good faith with First Federal Bank to address any comments or suggestions made by First Federal Bank regarding the work plan. Alpena Banking Corporation and its environmental consultant shall conduct all environmental assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with First Federal Bank’s operation of ETP. To the extent not located at the offices or properties of TPC as of the Closing Dateits business, as promptly as practicable thereafter, CCE and Alpena Banking Corporation shall deliver, maintain or cause its appropriate Affiliates to deliver be maintained reasonably adequate insurance with respect to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining any assessment conducted hereunder. Alpena Banking Corporation shall be required to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product restore each property upon which environmental testing has been performed to substantially its pre-assessment condition. All costs and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives expenses incurred in connection with the transactions contemplated by this Agreement any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be held borne solely by Alpena Banking Corporation. Any access to the First Federal Bank branches hereunder shall be at the sole risk of Alpena Banking Corporation and, in confidence by ETP connection therewith, Alpena Banking Corporation agrees to indemnify and its representatives in accordance with the Confidentiality Agreement until the Closing Date hold harmless First Federal Bancorp and First Federal Bank with respect to information relating any damages or losses resulting from or arising out of such access. A full and complete copy of all phase I environmental audits and phase II environmental audits prepared under this Section shall be provided to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties First Federal Bancorp within five (5) days of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datereceipt thereof by Alpena Banking Corporation.

Access to Properties and Records. (a) CCE shall, and The Company shall cause TPC to, afford to ETP the officers, employees, attorneys, accountants and ETP’s accountantsother authorized representatives of AppNet, counsel free and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the Company's assets, properties, books and records and employees in order to afford AppNet as full an opportunity of review, examination and investigation as they shall desire to make of the affairs of the Company, and AppNet shall be permitted to make extracts from, or take copies of, such books, contracts, commitments and records (including all environmental studies, reports the stock record and minute books) or other documentation as may be reasonably necessary. The Company shall furnish or cause to be furnished to AppNet such reasonable financial and operating data and other environmental records information about the Company's Business, as it is presently being conducted, as it has been conducted in the past, properties and all pipeline cost-of-service assets which any of the officers, employees, attorneys, accountants or other authorized representatives of AppNet may reasonably request; provided that AppNet and rate-related studies, reports and records related to TPC and, during such period, its agents shall furnish to ETP all not unreasonably interfere with the operations of the Company's Business. No information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no or knowledge obtained in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify any representation or warranty of CCE contained herein or the conditions to the obligations of ETP. To the extent not located at parties to consummate the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in transactions contemplated by this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The AppNet shall afford to the officers, employees, attorneys, accountants and other authorized representatives of the Company, access to such of AppNet's assets, properties, books and records and employees in order to afford the Company as full an opportunity of review, examination and investigation as they shall reasonably request of the affairs of AppNet, and the Company shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation thereof as may be reasonably necessary. AppNet shall furnish or cause to be furnished to the Company such reasonable financial and operating data and other information contained hereinabout AppNet's Business, as it is presently being conducted, as it has been conducted in the CCE Disclosure Letter past, properties and assets which any of the respective officers, employees, attorneys, accountants or heretofore or hereafter delivered to ETP or its other authorized representatives of the Company may reasonably request; provided that the Company and its agents shall not unreasonably interfere with the operations of AppNet's Business. No information or knowledge obtained in connection with any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.

Access to Properties and Records. (a) CCE shallSeller shall permit Purchaser reasonable access upon reasonable notice to its properties and those of the Seller Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Purchaser during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter Seller reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Purchaser may have a reasonable interest; provided, however, that Seller shall not be held required to take any action that would provide access to or disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance Seller’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of Seller’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other person, or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel, or would be contrary to any law or regulation applicable to Seller Bank. Seller shall provide and shall request its auditors to provide Purchaser with such historical financial information regarding it (without regard and related audit reports, consents and work papers) as Purchaser may reasonably request. Purchaser shall use commercially reasonable efforts to the preceding sentence) prior minimize any interference with Seller’s regular business operations during any such access to the Closing DateSeller’s property, books and records. Seller and each Seller Subsidiary shall permit Purchaser, at Purchaser’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Seller or any Seller Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and CBH shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit BMBC reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior CBH Subsidiaries, and shall disclose and make available to BMBC during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CBH determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BMBC may have a reasonable interest; provided, however, that CBH shall not be required to TPC as ETP may requesttake any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or that is otherwise prohibited by law or contractual agreement. CBH shall allow, at BMBC’s expense, an audit of CBH’s Small Business Loan portfolio (“SBA Audit”) to be performed by an auditor chosen by BMBC, provided, however, that such SBA Audit shall be commenced no investigation later than forty-five days subsequent to the date hereof. CBH shall provide and shall request its auditors to provide BMBC with such historical financial information regarding it (and related audit reports and consents) as BMBC may reasonably request for securities disclosure or receipt SBA Audit purposes. BMBC shall use commercially reasonable efforts to minimize any interference with CBH’s regular business operations during any such access to CBH’s property, books and records. CBH shall permit BMBC, at its expense, to cause a Phase I and any Phase II Environmental Site Assessment (“Phase II”) recommended therein to be performed at each CBH Real Property (provided that such right, with respect to leased CBH Real Property, shall be subject to the applicable landlord’s prior written consent) provided, however, that BMBC shall only have the right to conduct a Phase II prior to the Closing Date only to the extent that a Phase II is within the scope of information additional testing recommended by the Phase I to be performed as a result of “Recognized Environmental condition” (as such term is defined by the American Society for Testing Materials” that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement and any such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within 30 days of the Phase I report recommending such Phase II. BMBC shall use its best efforts to cause any such Phase I conducted to be completed within 30 days of the date of commencement thereof, but in no event more than 45 days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use its best efforts to have any such Phase II completed within 45 days of the commencement thereof, but in no event more than 60 days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with CBH’s operation of ETP. To the extent not located at the offices or properties of TPC as of the Closing Dateits business, as promptly as practicable thereafter, CCE and BMBC shall deliver, maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. BMBC shall be required to restore each CBH Real Property to substantially its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books pre-assessment condition. All costs and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives expenses incurred in connection with the transactions contemplated by this Agreement any Phase I or Phase II and any restoration and clean up, shall be held borne solely by BMBC. BMBC hereby agrees to indemnify, defend and hold CBH harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a right to any such cost, expense, charge, lien, action or judgment arising from any act or omission of BMBC, BMBC’s agents or contractors, or any services, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by BMBC to make the inspections and tests, and from and against any personal injury and property damage caused by the act or neglect of BMBC or any of its agents, or independent contractors in confidence by ETP and its representatives in accordance connection with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateany Phase I or Phase II.

Access to Properties and Records. 6.2.1 The Seller will afford the executive officers, employees and authorized representatives (aincluding legal counsel, accountants and consultants) CCE shallof the Buyer and Xxxx, reasonable access to Woodside’s properties, books and records including, but not limited to, all books of account (including the general ledger), tax records, organizational documents, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall cause TPC tomake their Managers, afford Members, employees, agents, representatives and accountants available to ETP confer with the other parties and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, their designated representatives; provided, however, that no investigation or receipt of information pursuant such investigations shall be conducted with reasonable prior notice in a manner so as not to this Section 5.2 shall affect any representation or warranty of CCE or unreasonably interfere with the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as operations of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all affected party. The officers of Seller and Woodside will furnish the books of accounts, minute books, record books Buyer and Xxxx and their designated representatives with such additional financial and operating data and other records (including safetyinformation as to Woodside’s business and properties as the other shall, healthfrom time to time, environmentalreasonably request. However, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE disclosure shall not be obligated apply to provide to ETP any documents or records relating to litigation attorney work product and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the any attorney-client communications, whether subject to any right of privilege or other applicable privilege in circumstances in which TPC is not the sole client unless not. 6.2.2 All information furnished by the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be held in confidence by ETP used solely for the purpose of evaluating the transaction contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the acquisition contemplated hereby and, if such acquisition shall not occur, each party and each party's advisors shall return to the other party all documents or other materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect best efforts to information relating to TPC. Following the Closing Date, CCE shall keep confidential all such information, and shall not directly or indirectly use such information related to for any competitive or other commercial purposes. If the business transaction contemplated hereby does not occur, all documents, notes and properties of TPC to other writings prepared by a party hereto or its advisors based on information furnished by the same extent as ETP is obligated other party shall be promptly destroyed. The obligation to keep such information confidential shall continue for two years from the date the proposed acquisition is abandoned but shall not apply to (i) any information which (A) the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof to it by the other party; (B) was then generally known to the public; (C) became known to the public through no fault of the party receiving such information; or (D) was disclosed to the party receiving such information by a third party not bound by an obligation of confidentiality; (ii) disclosures pursuant to a legal requirement or in accordance with the terms an order of the Confidentiality Agreement a court of competent jurisdiction; or (without regard iii) disclosures in any action to the preceding sentence) prior to the Closing Dateenforce or defend a party’s rights under this Agreement.

Access to Properties and Records. (a) CCE shallSubject to Section 11.01 hereof, and UA Bank shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit Emclaire reasonable access during normal business hours throughout the period prior upon reasonable notice to its properties, and shall disclose and make available to Emclaire during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter UA Bank reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and all other business activities or prospects in which Emclaire may request, have a reasonable interest; provided, however, that no investigation UA Bank shall not be required to take any action that would provide access to or receipt to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of information pursuant to this Section 5.2 shall affect any representation customer or warranty of CCE other person or would result in the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as waiver by it of the Closing Dateprivilege protecting communications between it and any of its counsel. UA Bank shall provide and shall request its auditors to provide Emclaire (subject to Emclaire entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as Emclaire may reasonably request. Emclaire shall use commercially reasonable efforts to minimize any interference with UA Bank’s regular business operations during any such access to UA Bank’s property, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records records. (including safety, health, environmental, maintenance and engineering records and drawingsb) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this AgreementSection 5.03, CCE in no event shall not Emclaire have access to any information that, based on advice of UA Bank’s counsel, would (a) reasonably be obligated expected to provide waive any material legal privilege (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of UA Bank with respect to ETP any documents or records relating confidentiality so long as, with respect to litigation and regulatory matters in which TPC is involved confidentiality, to the extent that CCE reasonably believes such documents or records are subject specifically requested by Emclaire, UA Bank has made commercially reasonable efforts to obtain a waiver regarding the attorney-client or other applicable privilege in circumstances in which TPC is not possible disclosure from the sole client unless the parties entitled third party to such attorney-client or other applicable privilege shall consent thereto and enter into whom it owes an appropriate joint defense agreement for the purpose obligation of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered confidentiality. All requests made pursuant to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement Section 5.03 shall be held in confidence directed to an executive officer of UA Bank or such Person or Persons as may be designated by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect UA Bank. All information received pursuant to information relating to TPC. Following the Closing Date, CCE this Section 5.03 shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with be governed by the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.

Access to Properties and Records. (a) CCE shallLeucadia and the Seller shall cause each of the Company and the Retained Subsidiaries to afford to the Buyer and Level 3, and shall cause TPC to, afford to ETP and ETP’s the accountants, counsel and representatives full of the Xxxxx xnd Level 3, reasonable access during normal business hours throughout the period txx xxxxod prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereofSection 12) to all of the properties, books, contracts, commitments and files and records (including all environmental studies, reports but limited with respect to Tax Returns and other environmental records correspondence with accountants to these portions of Tax Returns and all pipeline cost-of-service correspondence with accountants that relate to the Company and rate-related studies, reports its Retained Subsidiaries and records related to TPC the extent reasonably necessary to evaluate the purchase of the Membership Units) of the Company and its Subsidiaries and, during such period, shall furnish promptly to ETP the Buyer and Level 3 all other information concerning the businessCompany and the Retained Subsidiaries, properties and personnel as the Buyer and Level 3 may reasonably request to evaluate the transactions contemplated hereby; provided that neither Leucadia nor the Seller shall be required to provide access to any such properties, Liabilities personnel or information to the extent relating exclusively to the Excluded Assets or Excluded Liabilities. Leucadia and personnel related the Seller also shall cause each of the Company and the Retained Subsidiaries to TPC as ETP may requestafford to the Buyer and Level 3 reasonable access to its assets and operations throughout the period prior to the Closing Date to evaluate the transactions contemplated hereby. Unless otherwise agreed to by Leucadia and the Seller, all information provided to Buyer and Level 3 and their advisors and representatives shall be kept confidential in accordance with the terms of the Confidentiality Agreement; provided, however, that no such obligation will terminate upon the Closing with respect to information relating to the Company and the Retained Subsidiaries (except, if the Buyer has not exercised the Benefit Plan Substitution Right pursuant to Section 2.2(b), in connection with Level 3's and the Buyer's investigation of the Transferred Benefit Plans in accordance with Section 7.16). No investigation or receipt of information pursuant to this Section 5.2 7.3 shall affect qualify any representation or warranty of CCE Leucadia or the Seller or the conditions to the obligations of ETP. To the extent not located at the offices Buyer or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeLevel 3. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout Sabacol will keep the period prior Omimex Group advised of all material developments relevant to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all consummation of the properties, books, contracts, commitments transactions contemplated hereby and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related will cooperate fully in permitting the Omimex Group to TPC and, during such period, shall furnish to ETP all information concerning make a full investigation of the business, properties, Liabilities financial condition and investments of Sabacol during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Sabacol will, during regular business hours and upon reasonable notice, afford to the Omimex Group and its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, corporate record books and stock books and personnel related of Sabacol, and will permit the Omimex Group and its representatives to TPC contact and interview Sabacol's personnel, suppliers, vendors, referral sources and any other persons that the Omimex Group shall reasonably determine to be necessary for it to make a full investigation of Sabacol's business. Sabacol will furnish to the Omimex Group all such further information concerning the business and affairs of Sabacol as ETP the Omimex Group may reasonably request. Prior to the Closing Date, provided, however, that no Sabacol will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Sabacol required by this Agreement to be disclosed in writing by Sabacol to the Omimex Group promptly upon any change in the information set forth in such Schedules or other disclosures. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPthe Omimex Group to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated the Omimex Group will deliver to provide to ETP any documents Sabacol all documents, work papers and other material (including copies thereof) obtained by the Omimex Group or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Sabacol as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held hereby are not consummated, the Omimex Group will hold such information in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent such time as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateis otherwise publicly available.

Access to Properties and Records. (a) CCE shallFrom and after the date of this Agreement and until the Closing Date, and Sellers shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full of Purchaser reasonable access to their offices, plants, properties, personnel, books and records during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, hours; provided, however, that no investigation or receipt such access shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE the Company or the conditions Acquired Business. All requests for access to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safetyshall be made to such representatives of Sellers as Sellers shall designate, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC who shall be solely responsible for coordinating all such requests and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneysaccess permitted hereunder. Notwithstanding anything to the contrary contained in this Agreement, CCE the Sellers acknowledge that their representations and warranties in this Agreement shall not be obligated affected or mitigated by any investigation conducted by Purchaser or its representatives prior to provide to ETP Closing, or by any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose knowledge of preservation any of such attorney-client or other applicable privilegethem. (b) The Any information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered provided to ETP Purchaser or its authorized representatives in connection accordance with the transactions contemplated by Section 5.1(a) above or otherwise pursuant to this Agreement prior to the Closing shall be held in confidence by ETP Purchaser and its representatives in accordance with with, and shall be subject to the terms of, the Confidentiality Agreement until Agreement. (c) Purchaser agrees (i) to hold all of the books and records of the Company and Acquired Business in the possession of the Company as of the Closing Date with respect or included among the Assets and not to information relating to TPC. Following destroy or dispose of any thereof for a period of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** from the Closing Date, CCE and if any Seller wants documents retained thereafter, it shall keep confidential all information related give written notice to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement Purchaser within six (without regard to the preceding sentence6) months prior to the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** informing Purchaser of the books and records it wants retained and the period of retention and, in such case, Purchaser, may, at its option, continue to retain such books and records or surrender them to such Seller at the location where they are then located and (ii) following the Closing Date, to afford Sellers, their accountants and counsel reasonable access to the books, records, properties and employees of the Company or Acquired Business to the extent that such access may be requested for any legitimate purpose at no cost to Sellers (other than for reasonable out-of-pocket expenses); provided, however, that such access shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Purchaser, the Company or the Acquired Business; and provided, further, that nothing herein shall limit any of rights of discovery of any Sellers. (d) Sellers agree (i) to hold all of the books and records of the Company and Acquired Business existing on the Closing Date but not in the possession of the Company as of the Closing or included among the Assets and not to destroy or dispose of any thereof for a period of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** from the Closing Date, and if Purchaser wants documents retained thereafter, it shall give written notice to Sellers within six (6) months prior to the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** informing Sellers of the books and records it wants retained and the period of retention and, in such case, Sellers, may, at their option, continue to retain such books and records or surrender them to Purchaser at the locations where they are then located and (ii) following the Closing Date, to afford Purchaser, its accountants and counsel reasonable access to the books, records, properties and employees of Sellers to the extent that such access may be requested for any legitimate purpose at no cost to Purchaser (other than for reasonable out-of-pocket expenses); provided, however, that such access shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Sellers; and provided, further, that nothing herein shall limit any of rights of discovery of Purchaser.

Access to Properties and Records. Between the date of this -------------------------------- Agreement and the Closing Date, but subject to the confidentiality obligations binding on Purchaser, the Seller shall cause each LongView Entity to (ai) CCE shallprovide to the Purchaser and its authorized representatives reasonable access to the premises and operations of such LongView Entity during normal business hours and on reasonable notice to the Seller, (ii) permit the Purchaser and their authorized representatives to make such inspections of the premises and operations as they may reasonably request and (iii) cause the officers and employees of the LongView Entities to furnish to the Purchaser and its authorized representatives such financial and operating data as they may from time to time reasonably request. Neither the Purchaser nor any of its authorized representatives shall (i) direct or instruct any of the officers or employees to cause either of the LongView Entities to take any action listed in Section 4.2, without the prior consent of the Seller or (ii) otherwise interfere in any way with the conduct of such LongView Entity's business. Notwithstanding the first sentence of this Section 4.5, neither the Seller nor either of the LongView Entities shall be required to disclose any agreement executed in connection with the acquisition by the Seller of LongView or investment in LongView by any other entity to the extent such agreements do not contain any information relevant to LongView's continuing operations. Upon the Closing, the Seller shall deliver all books and records and any other assets of the LongView Entities in its possession to the respective LongView Entity or to such other Person identified in writing by the Purchaser to the Seller; provided, that the -------- Seller may retain a copy of any such books and records that it deems reasonably necessary to satisfy any applicable tax, accounting, legal or regulatory obligations to which it is subject; provided, further, that the Seller shall -------- ------- treat such books and records as confidential and shall not, and shall cause TPC toits directors, afford to ETP and ETP’s accountantsofficers, counsel employees and representatives full reasonable access during normal business hours throughout to not, use or disclose the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter therein except as (i) permitted hereunder or heretofore (ii) as may be required by judicial or hereafter delivered to ETP administrative process or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateapplicable law or regulation.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, NHSB shall permit Alliance and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the NHSB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Alliance during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of NHSB or any NHSB Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the Back to Contents general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or other strategic alternatives) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NHSB may have a reasonable interest; provided, however, that NHSB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its counsel. In addition, NHSB and the NHSB subsidiaries shall not be required to disclose any analysis, minutes, or other materials pertaining to the financial or other evaluation or discussion of this Agreement, or the transactions contemplated hereunder or any third party proposal to acquire a controlling interest in NHSB. NHSB shall provide and shall request its auditors to provide Alliance with such historical financial information regarding NHSB and any NHSB Subsidiary (and related audit reports and consents) as Alliance may reasonably request for securities disclosure purposes. Alliance shall use reasonable efforts to minimize any interference with NHSB’s and any NHSB Subsidiary’s regular business operations during any such access to NHSB’s or any NHSB Subsidiary’s personnel, property, books or records. NHSB and its representatives Subsidiaries shall permit Alliance, at Alliance’s expense, to cause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by NHSB or any NHSB Subsidiary and, to the extent NHSB or the applicable NHSB Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. Alliance agrees to indemnify and hold harmless, NHSB, each NHSB Subsidiary, and any landlord or other persons with an interest in accordance with the Confidentiality Agreement until the Closing Date real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to or arising from any entry onto, or any assessments or other studies undertaken by Alliance with respect to information relating to TPC. Following the Closing Dateto, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep any such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datereal property under this Section.

Access to Properties and Records. (a) CCE shallAlpena Banking Corporation agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it will (and will cause its Subsidiaries to) afford First Federal Bancorp, and shall cause TPC toFirst Federal Bancorp’s officers, afford to ETP employees, counsel, accountants and ETP’s accountantsother authorized Representatives, counsel and representatives full such reasonable access during normal business hours throughout the period prior before the Effective Time to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studiestax returns and work papers of independent auditors), reports properties, personnel and to such other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC information as First Federal Bancorp may reasonably request and, during such period, shall it will furnish promptly to ETP First Federal Bancorp (1) a copy of each report, schedule and other document filed by it pursuant to the requirements of Federal or state securities or banking laws, and (2) all other information concerning the its business, properties, Liabilities properties and personnel related as First Federal Bancorp may reasonably request. Alpena Banking Corporation or any of its Subsidiaries will not be required to TPC as ETP afford access or disclose information that would violate or prejudice the rights of its customers, jeopardize attorney-client privilege or contravene any provisions of applicable law, rule or regulation or any binding agreement with any third party. The Parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. Each party will hold any information that is nonpublic and confidential in accordance with the confidentiality provisions of the Confidentiality Agreement. No investigation by any party of the business and affairs of the other party, pursuant to this Section of the Agreement or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party’s obligation to consummate the transactions contemplated by this Agreement. (b) First Federal Bancorp may requestelect, at its own expense, to conduct a “phase I environmental audit” and a “phase II environmental audit” at each Bank of Alpena branch at a time or times mutual agreeable to the Parties prior to the Closing Date; provided, however, that First Federal Bancorp may elect to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is recommended by the “phase I environmental audit” as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) identified in the “phase I environmental audit,” and provided that as to any “phase II environmental audits” performed at a branch which Bank of Alpena leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. Bank of Alpena will use its commercially reasonable efforts (at no investigation cost to Alpena Banking Corporation or receipt Bank of information Alpena) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” First Federal Bancorp will provide Bank of Alpena with a copy of its proposed work plan and First Federal Bancorp will cooperate in good faith with Bank of Alpena to address any comments or suggestions made by Bank of Alpena regarding the work plan. First Federal Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with Bank of ETP. To the extent not located at the offices or properties Alpena’s operation of TPC as of the Closing Dateits business, as promptly as practicable thereafter, CCE and First Federal Bancorp shall deliver, maintain or cause its appropriate Affiliates to deliver be maintained reasonably adequate insurance with respect to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining any assessment conducted hereunder. First Federal Bancorp shall be required to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product restore each property upon which environmental testing has been performed to substantially its pre-assessment condition. All costs and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives expenses incurred in connection with the transactions contemplated by this Agreement any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be held borne solely by First Federal Bancorp. Any access to the Bank of Alpena branches hereunder shall be at the sole risk of First Federal Bancorp and, in confidence by ETP connection therewith, First Federal Bancorp agrees to indemnify and its representatives in accordance with the Confidentiality Agreement until the Closing Date hold harmless Alpena Banking Corporation and Bank of Alpena with respect to information relating any damages or losses resulting from or arising out of such access. A full and complete copy of all phase I environmental audits and phase II environmental audits prepared under this Section shall be provided to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties Alpena Banking Corporation within five (5) days of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Datereceipt thereof by First Federal Bancorp.

Access to Properties and Records. (a) CCE shallSeller shall afford, and shall cause TPC tothe Company and Seller's other Affiliates to afford, afford to ETP Buyer and ETP’s Buyer's accountants, counsel and representatives full upon reasonable advance notice reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the Company's properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish promptly to ETP Buyer all information concerning the Company's business, properties, Liabilities liabilities and personnel related as Buyer may reasonably request. Additionally, Buyer shall hold in confidence all such information on the terms and subject to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to contained in the obligations Confidentiality Agreement. Buyer shall have no right of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigationaccess to, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Seller shall not be obligated have no obligation to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. Buyer, (b1) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which Seller has reasonably concluded after consultation with counsel may jeopardize any privilege available to the Company or Seller relating to such information or would cause the Company or Seller to breach a confidentiality obligation or any applicable law. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by the Company as of the Closing includes information that relates to the business operations or other strategic matters of Seller, its corporate parent or any of their Affiliates (other than the Company) such information shall be held in confidence by ETP on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two (2) years from the Closing. Buyer further agrees that if Seller or the Company inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Seller's request, promptly return same to Seller together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates from and against any Losses asserted against or suffered by Seller Indemnified Parties relating to, resulting from, or arising out of, examinations or inspections made by Buyer or its authorized representatives under this Section 4.2(a). (b) Upon the reasonable request by Buyer from time to time prior to Closing, Seller shall allow Buyer to have reasonable access to the Company and its management. Such access shall be provided in a mutually agreed upon manner, in accordance with such policies as the Confidentiality Agreement until parties may mutually agree and in accordance with all guidelines, guidances or legal counsel regarding the appropriate manner in which to conduct such pre-Closing activities. Notwithstanding anything herein to the contrary, Buyer, on the one hand, and Seller and the Company, on the other hand, will continue to operate as independent companies prior to Closing. (c) Each of the parties agrees that it shall preserve and keep, and make available to the other party for reasonable business needs, all books and records relating to the business or operations of the Company on or before the Closing Date in its possession (including with respect to information relating Seller, to TPC. Following the extent in its possession, the most recent rate case records and files of the Company and all of the records and files of the Company and Seller necessary for the Company to make a future rate case filing with the FERC) for a period of at least 6 years from the Closing Date. After such 6-year period, CCE before a party may dispose of any of such books and records, at least 90 calendar days prior notice to such effect shall keep confidential all information related be given to the business other party, and properties such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of TPC such books and records that the notifying party elects to dispose of. Notwithstanding the foregoing, each party agrees that it shall preserve and keep all books and records of the Company, TGT Sub and the LLC in its possession relating to any audit or investigation instituted by a Governmental Authority or any litigation (whether or not existing on the Closing Date), in each case of which it has actual knowledge, until any such audit, investigation or proceeding has been completed or finally resolved (and became non-appealable), if it is reasonably likely that such audit investigation or litigation may relate to matters occurring prior to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (Closing, without regard to the preceding sentence) prior to the Closing Date6-year period set forth in this Section 4.2(c).

Access to Properties and Records. (a) CCE The Seller shall, and shall cause TPC the Bank to, afford to ETP permit the officers, attorneys, accountants and ETP’s accountants, counsel and other representatives full of the Buyer reasonable access (during normal business hours throughout and following reasonable notice to Seller) during the period prior to the Closing Date (to the properties of the Bank, and shall disclose and make available to the Buyer all books, papers and records relating to the Seller's ownership or control of the Stock, or the earlier termination of this Agreement pursuant to Article VII hereof) to Bank's properties, operations, employees, obligations and liabilities, including, but not limited to, all of the properties, books, contracts, commitments and records Bank's books of account (including the general ledger), tax records, minute books of directors' and stockholders' meetings, Charter, by-laws, contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees of the Bank, and any other business activities of the Bank. Further, the Seller shall, and shall cause the Bank to, at the Buyer's request and expense, use all environmental studiesreasonable efforts to cooperate with the Buyer with respect to the preparation for the combination and integration of the businesses, reports systems and operations of the Buyer and the Bank, and shall confer on a regular and frequent basis with one or more representatives of the Buyer to report on operational and related matters. Notwithstanding the foregoing, the Seller shall, and shall cause the Bank to, provide such information as is reasonably requested by the Buyer about the data processing systems used in the operation of the Bank's business in order to enable the Buyer to prepare for the conversion of the Bank's systems to the Buyer's systems and shall provide the Buyer with such access as is reasonably requested by the Buyer to the Bank's system in order to enable the Buyer to run and balance trial conversions (PROVIDED that the Seller and the Buyer shall have agreed upon reasonable measures for protecting the security of the Bank's systems). The Seller shall not be required to provide access to or to disclose information which does not relate to the Bank or where Seller reasonably believes that such access or disclosure could or would violate or prejudice the rights or business interests or confidences of any customer or other environmental records and all pipeline costPerson, jeopardize the attorney-of-service and rate-related studiesclient privilege of the Seller or the Bank, reports and records related or contravene any law, rule, regulation, order, judgment, decree or binding agreement. All information disclosed by the Seller to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information Buyer pursuant to this Section 5.2 5.5 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeConfidentiality Agreement. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

Access to Properties and Records. (a) CCE shallDuring the period from the date hereof to the Closing Date, Purchaser and Purchaser’s counsel, accountants and other representatives shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives have full reasonable access during normal business hours throughout the period prior hours, to the Closing Date (or Business, the earlier termination of this Agreement pursuant to Article VII hereof) to Assets and all of the properties, books, contracts, commitments and records (including with respect to the Business, shall be able to consult with any and all environmental studiesof Seller’s employees, reports accountants and other environmental records advisors and all pipeline cost-of-service consultants regarding the Business and rate-related studies, reports and records related to TPC and, shall be furnished during such period, shall furnish to ETP period with all such information concerning the businessBusiness and the Assets as Purchaser may reasonably request. In connection therewith, properties, Liabilities Purchaser and personnel related its representatives shall be entitled to TPC as ETP may request, providedmake tests and surveys. Purchaser shall not, however, that no investigation conduct any on-site investigations or receipt contact any of information pursuant Seller’s employees without the prior approval, oral or written, of Xxxxx X. Xxxxxxx, which shall not be unreasonably withheld, conditioned or delayed. After the Closing Date, Purchaser shall provide Seller with access to, upon prior reasonable written request specifying the need therefor, during regular business hours, such books and records, and Seller and its representatives shall have the right to this Section 5.2 shall affect any representation or warranty make copies of CCE or such books and records. (b) During the conditions period from the date hereof to the obligations Closing Date, Seller covenants and agrees to promptly furnish to Purchaser all information and data in Seller’s possession, under Seller’s control or to which Seller has access reasonably requested by Purchaser in order to assist Purchaser to secure the permits, licenses, approvals and other authorizations contemplated by this Agreement. (c) Each of ETP. To Seller and Purchaser shall preserve until the extent not located at the offices or properties of TPC as fourth (4th) anniversary of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, all books and records possessed or cause its appropriate Affiliates to deliver be possessed by such Party relating to ETP all any of the books of accountsAssets or the Assumed Liabilities, minute books, record except that either Party may destroy any such books and other records in its possession, provided that (including safety, health, environmental, maintenance and engineering records and drawingsi) pertaining such Party provides reasonable written notice to the business operations of TPC other Party stating its intent to do so and all financial offering to transfer such books and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigationother Party, and (ii) the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything other Party declines in writing or does not respond to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement notice for the purpose a period of preservation of such attorney-client or other applicable privilege30 days. (bd) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following After the Closing Date, CCE Purchaser shall keep confidential provide Seller with access to all information related books and records relating to the business Assets and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms operation of the Confidentiality Agreement (without regard to the preceding sentence) Business prior to the Closing DateClosing, and to employees of Seller who have been hired by Purchaser, in each case as is reasonably necessary for Seller to discharge the Retained Liabilities, comply with all Laws, and otherwise to wind up the affairs of Seller.

Access to Properties and Records. (a) CCE shallSeller shall afford, and shall cause TPC tothe Company, afford the LLC and Seller's other Affiliates to ETP afford, to Buyer and ETP’s Buyer's accountants, counsel and representatives full upon reasonable advance notice reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the Company's and the LLC's properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish promptly to ETP Buyer all information concerning the Company's and the LLC's business, properties, Liabilities liabilities and personnel related to TPC as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 4.2 shall affect any representation or warranty of CCE Seller or the conditions to the obligations of ETPBuyer. To Additionally, Buyer shall hold in confidence all such information on the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books terms and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining subject to the business operations conditions contained in the Confidentiality Agreement. Buyer shall have no right of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigationaccess to, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Seller shall not be obligated have no obligation to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. Buyer, (b1) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which Seller has concluded may jeopardize any privilege available to the Company, the LLC or Seller relating to such information or would cause the Company, the LLC or Seller to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by the Company or the LLC as of the Closing includes information that relates to the business operations or other strategic matters of the Seller, its corporate parent or any of their Affiliates (other than the Company or the LLC) such information shall be held in confidence by ETP on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of five years from the Closing. Buyer further agrees that if Seller or Company or the LLC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Seller's request promptly return same to Seller together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates from and against any Losses asserted against or suffered by the Seller Indemnified Parties relating to, resulting from, or arising out of, examinations or inspections made by Buyer or its authorized representatives in accordance with pursuant to this Section 4.2(a). (b) Each of the Confidentiality Agreement until parties agrees that it shall preserve and keep, and make available to the other party for reasonable business needs, all books and records relating to the business or operations of the Company and the LLC on or before the Closing Date in its possession (including with respect to information relating Seller, to TPC. Following the extent in its possession, the most recent rate case records and files of the Company and all other records and files of the Company and Seller necessary for the Company to make a future rate case filing with the FERC) for a period of at least 6 years from the Closing Date, CCE shall keep confidential all information related except to the business and properties of TPC extent previously delivered to the same extent as ETP is obligated other party and receipt of which acknowledged in writing by the other party. After such 6-year period, before a party may dispose of any of such books and records, at least 90 calendar days' prior notice to such effect shall be given to the other party, and the other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records that the notifying party elects to dispose of. Notwithstanding the foregoing, each party agrees that it shall preserve and keep such information confidential in accordance with the terms all books and records of the Confidentiality Agreement Company and the LLC in its possession relating to any audit or investigation instituted by a Governmental Authority or any litigation (without regard whether or not existing on the Closing Date), in each case of which it has actual knowledge, until any such audit, investigation or proceeding has been completed or finally resolved, if it is reasonably obvious that such audit, investigation or litigation may relate to the preceding sentence) matters occurring prior to the Closing DateClosing.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, Salient shall permit Portec Rail reasonable access upon reasonable notice to its properties, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Portec Rail during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter Salient reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Code of Regulations, material contracts and agreements, filings with any Governmental Entities, litigation files, plans affecting employees, and any other business activities or prospects in which Portec Rail may have a reasonable interest; provided, however, that Salient shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance Salient’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of Salient’s business or would violate or prejudice the Closing Date rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Salient shall provide and shall request its independent accountants to provide Portec Rail with respect such historical financial information regarding it (and related audit reports and consents) as Portec Rail may reasonably request. Portec Rail shall use commercially reasonable efforts to information relating minimize any interference with Salient’s regular business operations during any such access to TPCSalient’s property, books and records. Following the Closing DateSalient shall permit Portec Rail, CCE shall keep confidential all information related at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or, to the business and properties of TPC to extent permitted under the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateapplicable lease agreement, occupied by Salient.

Access to Properties and Records. (a) CCE shallSeller shall afford, and shall cause TPC toMESC to afford, afford to ETP Buyer and ETP’s Buyer's accountants, counsel and representatives full upon reasonable advance notice reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereofARTICLE IX) to all of the MESC's properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish promptly to ETP Buyer all information concerning the MESC's respective business, properties, Liabilities liabilities and personnel related to TPC as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 SECTION 6.4(a) shall affect any representation or warranty of CCE Seller or the conditions to the obligations of ETPBuyer. To the extent not located at the offices or properties Buyer shall have no right of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigationaccess to, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Seller shall not be obligated have no obligation to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. Buyer, (bi) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives bids received from others in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with information and analysis (including financial analysis) relating to such bids or (ii) any information the Confidentiality Agreement until the Closing Date with respect disclosure of which Seller has concluded may jeopardize any privilege available to Seller or MESC relating to such information or would cause Seller or MESC to breach a confidentiality obligation. Buyer further agrees that if Seller or MESC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (ii) of the preceding sentence, Buyer will, upon Seller's request, promptly return same to Seller together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless Seller, MESC and their respective Affiliates from and against any Damages asserted against or suffered by Seller, MESC or any of their respective Affiliates resulting from or arising out of the negligence or willful misconduct or Buyer or any of Buyer's agents, consultants or representatives during the course of any such examinations or inspections made by Buyer or any of Buyer's agents, consultants or representatives pursuant to this SECTION 6.4(a). (b) Buyer shall preserve and keep all books and records relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business or operation of MESC on or before the Closing in Buyer's possession for a period of at least six (6) years after the Closing. Notwithstanding the foregoing, Buyer shall preserve and properties keep all books and records of TPC MESC relating to any audit or investigation instituted by a Governmental Authority or any litigation (whether or not existing on the Closing) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (Closing, without regard to the preceding sentence) prior to the Closing Date6-year period set forth in this SECTION 6.4(b).

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior The Omimex Group will keep Sabacol advised of all material developments relevant to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all consummation of the properties, books, contracts, commitments transactions contemplated hereby and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related will cooperate fully in permitting Sabacol to TPC and, during such period, shall furnish to ETP all information concerning make a full investigation of the business, properties, Liabilities financial condition and investments of each of the Omimex Group during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. OPI will, during regular business hours and upon reasonable notice, afford to Sabacol and its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, corporate record books and stock books and personnel related of OPI, and will permit Sabacol and its representatives to TPC contact and interview OPI personnel, suppliers, vendors, referral sources and any other persons that Sabacol shall reasonably determine to be necessary for it to make a full investigation of its business. OPI will furnish to Sabacol all such further information concerning the business and affairs of OPI as ETP Sabacol may reasonably request. Prior to the Closing Date, provided, however, that no the Omimex Group will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Sabacol required by this Agreement to be disclosed in writing by the Omimex Group to Sabacol promptly upon any change in the information set forth in such Schedules or other disclosures. No investigation or receipt of information pursuant to this Section 5.2 6.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPSabacol to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved Sabacol will deliver to the extent that CCE reasonably believes such documents Omimex Group all documents, work papers and other material (including copies thereof) obtained by Sabacol or records are subject to on their behalf from the attorney-client Omimex Group as a result of this Agreement or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held hereby are not consummated, Sabacol will hold such information in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent such time as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Dateis otherwise publicly available.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, TFC shall permit FNFG reasonable access upon reasonable notice to its properties and those of the TFC Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access FNFG during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors' (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter TFC reasonably determines should be treated as confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may have a reasonable interest; provided, however, that TFC shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel. TFC shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (without regard and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to the preceding sentence) prior minimize any interference with TFC's regular business operations during any such access to the Closing DateTFC's property, books and records. TFC and each TFC Subsidiary shall permit FNFG, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by TFC or any TFC Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1, CNB shall permit NBT access upon reasonable notice to its properties and those of the CNB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access NBT during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter CNB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NBT may have a reasonable interest; provided, however, that CNB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance CNB’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of CNB’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other person or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel or contravene any applicable law. CNB shall provide and shall request its auditors to provide NBT with such historical financial information regarding it (without regard and related audit reports and consents) as NBT may reasonably request for Securities Law disclosure purposes. NBT shall use commercially reasonable efforts to minimize any interference with CNB’s regular business operations during any such access to CNB’s property, books and records. CNB and each CNB Subsidiary shall permit NBT, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by CNB or any CNB Subsidiary. If NBT causes a “phase I environmental audit” or a “phase II environmental audit” to be performed, then NBT agrees to use all commercially reasonable efforts to cause any such audit to be completed as soon as reasonably practicable after commencement and to restore the preceding sentence) prior property to the Closing Dateits original condition after completion.

Access to Properties and Records. (a) CCE shallAfter the date of this Agreement, and Seller shall cause TPC to, afford to ETP and ETP’s accountantsrepresentatives of Parent reasonable access, counsel and representatives full reasonable access during normal business hours throughout the period prior and consistent with Applicable Laws, to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all officers, directors and other key personnel of the propertiesCompany, booksits Subsidiaries and Circle K Licensing, contractsthe offices of the Company, commitments its Subsidiaries and records Circle K Licensing and to their respective properties (including all environmental studiesthe real property included in the Additional Assets and excluding the real property included in the Excluded Assets), reports books and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, records; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 such access shall affect any representation or warranty of CCE or be at reasonable times and upon reasonable prior written notice and shall not unreasonably disrupt the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as personnel and operations of the Closing DateCompany and its Subsidiaries. All requests for access to such Persons, as promptly as practicable thereafteroffices, CCE shall deliverproperties, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safetyshall be made to such of Seller’s representatives as Seller shall designate, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC who shall be solely responsible for coordinating all such requests and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeaccess permitted hereunder. (b) The Any information contained hereinprovided to Parent, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection accordance with the transactions contemplated by Section 7.1(a) or otherwise pursuant to this Agreement shall be held in confidence by ETP Parent and its representatives in accordance with with, and shall be subject to, the terms of the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Agreement. (c) Following the Closing Date, CCE Parent agrees to (and shall keep confidential all information related cause Purchaser, the Company and their respective Subsidiaries to) afford Seller’s representatives reasonable access, during normal business hours and consistent with Applicable Laws, to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms offices of the Confidentiality Agreement (without regard Company and its Subsidiaries and to the preceding sentence) their respective properties, books and records with respect to periods ending on or prior to the Closing Date, to the extent that such access may be requested for any legitimate purpose (including for the purpose of disputing the statements and calculations described in Section 3.3(c) and for purposes of Articles VIII and XII) at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that such access shall be at reasonable times and upon reasonable prior written notice and shall not unreasonably disrupt the personnel and operations of the Company and its Subsidiaries. Nothing herein shall limit any of Seller’s rights of discovery. (d) Parent agrees to cause Purchaser to hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Applicable Laws, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Seller; provided, that Purchaser may at any time offer such books and records in writing to Seller and if Seller does not notify Purchaser in writing that it desires to obtain such books and records within sixty (60) days thereafter or does not arrange for the transportation of such books and records to Seller, at Seller’s sole cost and expense, within ninety (90) days thereafter, Purchaser may destroy or dispose of such books and records.

Access to Properties and Records. (a) CCE From the date of this Agreement until the Closing Date, the Seller Parties shall, and shall cause TPC to, the Subsidiaries of the Company to (in a manner so as to not interfere with the normal business operations of the Company or any of its Subsidiaries) afford to ETP Parent and ETP’s accountantsits Representatives reasonable access, counsel upon reasonable notice and representatives full during times mutually convenient to Parent and senior management of the Company to the assets, properties (provided that such access shall not permit Parent or its Representatives to conduct any environmental testing), books and records of the Company and its Subsidiaries, including reasonable financial and operating data and other information about the Company and its Subsidiaries and their respective businesses as presently conducted and presently proposed to be conducted in the future, as Parent and its Representatives may reasonably request; provided that, (a) all requests for such access during normal business hours throughout the period shall be directed to a Designated Contact, (b) prior to the Closing Date Parent shall not (and shall cause its Representatives not to) contact any partner, member, equityholder, officer, manager, director, employee, customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of the Company or any of its Subsidiaries regarding the Company or any of its Subsidiaries, their business or the earlier termination Transactions, in each case, without the prior written consent of this Agreement pursuant a Designated Contact, and (c) nothing herein shall require the Company to Article VII hereof) to all provide access to, or disclose information to, Parent or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the propertiesCompany, bookswould (i) jeopardize any attorney-client or other legal privilege, contractsincluding the attorney-client privilege or the attorney work product privilege or (ii) contravene any applicable Law, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related fiduciary duty or Contract to TPC and, during such period, shall furnish to ETP all which Parent or any of its Subsidiaries are a party. No information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no or knowledge obtained in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify in any way any representation or warranty of CCE any Seller Party contained herein (or in any list, certificate, schedule or other instrument, document, agreement or writing furnished or to be furnished to or made with a Parent Party pursuant hereto), the conditions to the obligations of ETP. To the extent not located at Parties to consummate the offices Transactions or properties the indemnification obligations of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegePerson hereunder. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

Access to Properties and Records. (a) CCE shallSeller, Panhandle and the Panhandle Subsidiaries shall cause TPC to, afford to ETP Buyer and ETP’s Buyer's accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of Seller's, Panhandle's and the Panhandle Subsidiaries' properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC records) and, during such period, shall furnish to ETP Buyer all information concerning the businessrespective businesses, properties, Liabilities and personnel related to TPC of Panhandle and the Panhandle Subsidiaries as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE Seller or the conditions to the obligations of ETPBuyer. To the extent not located at the offices or properties of TPC Panhandle or the Panhandle Subsidiaries as of the Closing Date, as promptly as practicable thereafter, CCE thereafter Seller shall deliver, or cause its appropriate Affiliates to deliver to ETP Buyer all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, Panhandle and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneysPanhandle Subsidiaries. Notwithstanding anything to the contrary contained in this Agreementherein, CCE neither Buyer, Southern Union nor any of their respective representatives shall not be obligated have the right to provide to ETP conduct any documents Phase II environmental due diligence, including the collection and analysis of any samples of environmental media or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegebuilding materials. (b) The information contained herein, in the CCE Seller Disclosure Letter or heretofore or hereafter delivered to ETP Buyer or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP Buyer and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following Panhandle and its Subsidiaries, and for the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms term of the Confidentiality Agreement with respect to information relating to Seller and its Affiliates (without regard to the preceding sentence) prior to the Closing Dateother than Panhandle and its Subsidiaries).

Access to Properties and Records. (a) CCE shallSubject to Section 11.1, BHLB shall permit FCB access upon reasonable notice and at reasonable times to its properties and those of the BHLB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access FCB during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books of directors’ and shareholders’ meetings (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter that BHLB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FCB may have a reasonable interest; provided, however, that BHLB shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure, in confidence by ETP and its representatives in accordance BHLB’s reasonable judgment, would interfere with the Confidentiality Agreement until normal conduct of BHLB’s business or would violate or prejudice the Closing Date with respect to information relating to TPC. Following rights or business interests or confidences of any customer or other Person or entity or would result in the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms waiver by it of the Confidentiality Agreement privilege protecting communications between it and any of its counsel or contravene any applicable law. BHLB shall provide and shall request its auditors to provide FCB with such historical financial information regarding it (without regard and related audit reports and consents) as FCB may reasonably request for Securities Law disclosure purposes. FCB shall use commercially reasonable efforts to the preceding sentenceminimize any interference with BHLB’s regular business operations during any such access to BHLB’s property, books and records. BHLB and each BHLB Subsidiary shall permit FCB, at FCB’s expense, to (i) prior cause a Phase I environmental assessment to the Closing Datebe performed at any physical location owned or occupied by BHLB or any BHLB Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by BHLB or any BHLB Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and RBPI shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit BMBC reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior RBPI Subsidiaries, and shall disclose and make available to BMBC during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP may requestliabilities, providedincluding, howeverbut not limited to, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accountsaccount (including the general ledger), tax records, minute books, record books and of directors’ (other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations than minutes that discuss any of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement or any other subject matter RBPI reasonably determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any Governmental Entity, litigation files, plans affecting employees, and any other business activities or prospects in which BMBC may have a reasonable interest; provided, however, that RBPI shall not be held required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in confidence the waiver by ETP it of the privilege protecting communications between it and any of its representatives in accordance counsel or that is otherwise prohibited by Law. RBPI shall provide and shall request its auditors to provide BMBC with such historical financial information regarding it (and related audit reports and consents) as BMBC may reasonably request for securities disclosure. BMBC shall use commercially reasonable efforts to minimize any interference with RBPI’s regular business operations during any such access to RBPI’s property, books and records. RBPI shall permit BMBC, at BMBC’s expense, to cause a Phase I and any Phase II recommended therein to be performed at each RBPI Real Property; provided, however: (i) that BMBC shall have the Confidentiality Agreement until the Closing Date with respect right to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related conduct a Phase II only to the business and properties extent that RBPI has a right of TPC access to the same extent as ETP is obligated RBPI Real Property sufficient to keep grant BMBC the right to perform such information confidential in accordance with the terms Phase II activities; provided that RBPI shall use commercially reasonable efforts to obtain such right of the Confidentiality Agreement access; and (without regard to the preceding sentenceii) prior to the Closing DateDate only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of either a “Historical Recognized Environmental Condition” or a “Recognized Environmental Condition” (as such terms are defined by the ASTM Standard E1527‑13) that was discovered in the Phase I. Any such Phase I shall be commenced within thirty (30) days after the date of this Agreement and any such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within thirty (30) days of the Phase I report recommending such Phase II. BMBC shall use commercially reasonable efforts to cause any such Phase I conducted to be completed within thirty (30) days of the date of commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use commercially reasonable efforts to have any such Phase II completed within forty‑five (45) days of the commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with RBPI’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. BMBC shall be required to restore each RBPI Real Property to substantially its pre‑assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any post‑assessment restoration or an assessed property substantially to its pre‑assessment condition, shall be borne solely by BMBC.

Access to Properties and Records. (a) CCE shallEach of Seller and Xxxxx will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, partnership record books and personnel of Seller. Seller will, upon request by Buyer, request Sellers independent accountant to afford to Buyer and its representatives access to the earlier termination of this Agreement pursuant to Article VII hereof) to working papers for all compilations of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall Financial Statements. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Seller hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller continued in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated Buyer will deliver to provide to ETP any documents Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents on its behalf from Seller as a result of this Agreement or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Datehereby are not consummated, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep Buyer will hold such information confidential in accordance with the terms of the Confidentiality Agreement (without regard strictest confidence and will not use or disclose, or permit any other person or entity to the preceding sentence) prior to the Closing Dateuse or disclose, such information until such time as such information is otherwise publicly available.

Access to Properties and Records. (a) CCE shallSubject to Section 11.01 hereof, and FS Bancorp shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit ESSA Bancorp reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior FS Bancorp Subsidiaries, and shall disclose and make available to ESSA Bancorp during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter FS Bancorp reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and all other business activities or prospects in which ESSA Bancorp may request, have a reasonable interest; provided, however, that no investigation FS Bancorp shall not be required to take any action that would provide access to or receipt to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of information pursuant to this Section 5.2 shall affect any representation customer or warranty of CCE other person or would result in the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as waiver by it of the Closing Dateprivilege protecting communications between it and any of its counsel. FS Bancorp shall provide and shall request its auditors to provide ESSA Bancorp (subject to ESSA Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as ESSA Bancorp may reasonably request for securities disclosure purposes. ESSA Bancorp shall use commercially reasonable efforts to minimize any interference with FS Bancorp’s regular business operations during any such access to FS Bancorp’s property, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records records. (including safety, health, environmental, maintenance and engineering records and drawingsb) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this AgreementSection 5.03, CCE in no event shall not ESSA Bancorp have access to any information that, based on advice of FS Bancorp’s counsel, would (a) reasonably be obligated expected to provide waive any material legal privilege (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of FS Bancorp with respect to ETP any documents or records relating confidentiality so long as, with respect to litigation and regulatory matters in which TPC is involved confidentiality, to the extent specifically requested by ESSA Bancorp, FS Bancorp has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that CCE reasonably believes such documents or records are subject ESSA Bancorp shall not conduct any environmental sampling without the prior written consent of FS Bancorp, which consent may be withheld in FS Bancorp’s discretion. All requests made pursuant to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement Section 5.03 shall be held in confidence directed to an executive officer of FS Bancorp or such Person or Persons as may be designated by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect FS Bancorp. All information received pursuant to information relating to TPC. Following the Closing Date, CCE this Section 5.03 shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with be governed by the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing DateAgreement.