Common use of Access; Information Clause in Contracts

Access; Information. (a) Prior to the Closing, the Company will (and will cause the Company Subsidiaries to): (i) afford, upon reasonable notice, to each Purchaser and its representatives, counsel, accountants, agents and employees reasonable access to all of the Company’s and the Company Subsidiaries’ business, operations, properties, books, files and records, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser may reasonably request; (ii) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management and (B) any other periodic financial reports prepared by or on behalf of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply). (b) No investigation by Purchasers or its representatives shall affect the representations and warranties of the Company set forth in this Agreement.

Access; Information. (a) Prior The Company agrees that upon reasonable notice and subject to applicable Laws relating to the Closingexchange of information, the Company will (it shall afford and will shall cause the Company its Subsidiaries to): (i) afford, upon reasonable notice, to each afford Purchaser and Purchaser’s Representatives (including its representatives, lenders and its counsel, accountants, agents and employees reasonable ) such access during normal business hours throughout the period prior to all of the Company’s and Effective Time to the Company Subsidiaries’ business, operations, properties, books, files records (including, without limitation, Tax Returns and recordswork papers of independent auditors), Real Property and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties personnel of the Company and its Subsidiaries to such other information relating to the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser may reasonably request; (ii) deliver request and, during such period, it shall furnish promptly to each PurchaserPurchaser all information concerning the business, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management Real Property and (B) any other periodic financial reports prepared by or on behalf personnel of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers Purchaser may reasonably request for consultation and shall instruct its Representatives to cooperate with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company; provided, and nothing herein however, that no investigation of the Company’s business shall require affect any representation or warranty given by the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply)hereunder. (b) No investigation The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchasers Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or its refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives shall affect the representations of personnel, documents, financial and warranties operational data and other information of the Company set forth and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”).

Access; Information. (a) Prior From the date hereof until the Closing Date, the Sellers shall, and shall cause the Target Companies to, afford the Purchaser and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) during normal business hours, to the Representatives, properties, offices and other facilities, books and records of the Target Companies, and shall furnish the Purchaser with such financial, operating and other data and information as the Purchaser may reasonably request. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser or the Target Companies after the Closing or for any other reasonable purpose, for a period of five (5) years following the Closing, the Company will (and will cause the Company Subsidiaries to): each Seller shall: (i) affordretain all books, documents, information, data, files and other records of such Seller that relate to the Target Companies and their business and operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser or the Target Companies; (ii) upon reasonable notice, afford the Purchaser and the Target Companies and their respective Representatives reasonable access (including for inspection and copying, at the Purchaser’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Target Companies (including any such proceedings relating to Losses pursuant to Article VIII hereof); and (iii) furnish the Purchaser and the Target Companies and their respective Representatives reasonable assistance (at the Purchaser’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until five (5) years following the Closing. Each Seller shall permit, promptly upon reasonable request, the Purchaser and the Target Companies and their respective Representatives to use original copies of any such records for purposes of litigation; provided, that such records (or copies thereof) shall be made available by the Purchaser and Target Companies during such use to the applicable Seller promptly upon reasonable request; provided, further, that any such original records shall promptly be returned to the applicable Seller following such use. With respect to “Losses” under Section 8.2, the Purchaser shall cause the Target Companies to retain the books, documents, information, data, files and other records of the Target Companies in accordance with the Target Companies’ record retention policies (as such policies exist from time to time, but in any event for a minimum of five (5) years) and, upon reasonable notice, to each Purchaser and its representatives, counsel, accountants, agents and employees reasonable afford Sellers’ Representative access to all such information in order to facilitate the Sellers’ Representative’s evaluation, assessment and defense of the Company’s and the Company Subsidiaries’ business, operations, properties, books, files and records, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries and the condition thereof and to update any such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser may reasonably request; claim. (iic) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management and (B) any other periodic financial reports prepared by or on behalf of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during Section 5.2(b) shall not apply with respect to Tax matters, which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited governed by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply)Article VI hereof. (b) No investigation by Purchasers or its representatives shall affect the representations and warranties of the Company set forth in this Agreement.

Access; Information. (a) Prior to the ClosingACP agrees that, the Company will (and will cause the Company Subsidiaries to): (i) afford, upon reasonable notice, to each Purchaser and its representatives, counsel, accountants, agents and employees reasonable access to all of the Company’s and the Company Subsidiaries’ business, operations, properties, books, files and records, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at subject to applicable laws relating to the exchange of information, it shall afford Planet and Planet's officers, employees, counsel, accountants and other authorized representatives such reasonable times access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel and to such other information as often Planet may reasonably request and, during such period, it shall furnish promptly to Planet all information concerning its business, properties and personnel as such Purchaser Planet may reasonably request; . Without limiting the generality of the preceding sentence, prior to the Effective Time, Planet, and its representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of ACP are in satisfactory condition and will not in a material way adversely impact Planet after consummation of the transactions contemplated hereby and (ii) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management and (B) any other periodic financial reports prepared by or on behalf accuracy of the Company representations and warranties and the Company Subsidiaries for the senior management satisfaction of the Company; conditions to closing as provided hereunder. (iiib) make appropriate officers of ACP agrees that, subject to applicable laws, it shall cooperate in good faith with Planet on mutually agreed operating issues which the Company and Company Subsidiaries available parties agree have priority. (c) Planet agrees that upon reasonable notice and at subject to applicable laws relating to the exchange of information, it shall afford ACP and ACP's officers, employees, counsel, accountants and other authorized representatives such reasonable times access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel and to such other information as often as Purchasers ACP may reasonably request and, during such period, it shall furnish promptly to ACP all information concerning its business, properties and personnel as ACP may reasonably request. Without limiting the generality of the preceding sentence, prior to the Effective Time, ACP, and its representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of Planet are in satisfactory condition and will not in a material way adversely impact ACP after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (d) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for consultation any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Purchaser information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with respect the prior written approval of the party to matters relating which such information pertains or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a other party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply). (b) No investigation by Purchasers or its representatives shall affect the representations and warranties of the Company set forth 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.

Access; Information. (a) Prior to the Closing, the Company will (and will cause the Company Subsidiaries to): (i) afford, upon reasonable notice, to each Purchaser and its representatives, counsel, accountants, agents and employees reasonable access to all of the Company’s and the Company Subsidiaries’ business, operations, properties, books, files and records, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all Wellesley agrees that upon reasonable notice and at subject to applicable laws relating to the exchange of information, it shall afford Cambridge and its officers, employees, counsel, accountants and other authorized representatives such reasonable times access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Wellesley and to such other information relating to Wellesley as often Cambridge may reasonably request and, during such period, it shall furnish promptly to Cambridge all information concerning the business, properties and personnel of Wellesley as such Purchaser Cambridge may reasonably request; (ii) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management and (B) any other periodic financial reports prepared by or on behalf of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company Cambridge shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply)minimize any interference with Wellesley’s regular business operations during any such access to Wellesley’s employees, property, books and records. (b) All information furnished to Cambridge by Wellesley pursuant to Section 5.10(a) shall be subject to, and Cambridge shall hold all such information in confidence in accordance with, the provisions of the Mutual Agreement of Confidentiality, dated as of July 11, 2019, by and between Wellesley and Cambridge (the “Confidentiality Agreement”). (c) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall Cambridge have access to any information that, based on advice of Wellesley’s counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure of any trade secrets of third parties; or (c) violate any obligation of Wellesley with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Cambridge, Wellesley 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Wellesley or such Person or Persons as may be designated by Wellesley. No investigation by Purchasers or its representatives Cambridge of the business and affairs of Wellesley shall affect the representations and warranties of the Company set forth or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of Cambridge to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Prior The Company agrees that upon reasonable notice and subject to applicable laws relating to the Closingexchange of information, the Company but without causing unreasonable disruption to its business, it will (and will cause the Company its Subsidiaries to): (i) affordafford Acquiror, upon reasonable noticeand officers, to each Purchaser and its representativesemployees, counsel, accountants, agents and employees reasonable access to all accountants of the Company’s and the Company Subsidiaries’ business, operations, properties, books, files and records, and will do everything reasonably necessary to enable each Purchaser Acquiror and its representativesAffiliates and other authorized Representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser may reasonably request; (ii) deliver to each Purchaser, simultaneously with its delivery access during normal business hours to the Company’s senior managementbooks, records (A) the monthly financial reporting package delivered including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and to the Company’s senior management and (B) any such other periodic financial reports prepared by or on behalf of the Company information as Acquiror may reasonably request and the Company Subsidiaries for will furnish promptly to Acquiror (1) a copy of each report, schedule and other document filed by it pursuant to the senior management requirements of federal or state securities or banking laws, and (2) all other information concerning the business, properties and personnel of it as Acquiror may reasonably request. Acquiror shall have the opportunity to conduct an environmental assessment of the Company; (iii) make appropriate officers parcels of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained real property owned by the Company. Notwithstanding , Company Bank or their Subsidiaries (which, for the foregoingavoidance of doubt, at any time during which shall not include the Company is subject property referred to as the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the “▇▇▇▇▇ system ▇▇” site), using a consulting firm or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances consulting firms reasonably acceptable to the Company. Such assessment shall consist, for each property, of a “phase one” review, to be followed by a “phase two” review where Acquiror, in its reasonable discretion, shall deem necessary, but shall be completed within 90 days of the date hereof. In connection with such assessment, the Company, Company that Bank and their Subsidiaries shall cooperate and assist Acquiror’s environmental consultant or consultants in the preparation of the environmental assessment and make reasonably available its properties, records, documents, consultants and employees. Acquiror and Acquiror Bank shall hold, and shall cause their counsel, accountants and other agents and representatives to hold, all such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries)documents in accordance with, or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege and subject to the Company or any Company Subsidiary (provided that terms of, the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply)Confidentiality Agreement. (b) No investigation by Purchasers or its representatives shall affect Acquiror will hold confidential any information which is nonpublic and confidential to the representations extent required by, and warranties of in accordance with, the Company set forth in this Confidentiality Agreement between Acquiror and the Company, dated June 6, 2006 (the ”Confidentiality Agreement”).

Access; Information. (a) Prior Upon reasonable notice from Purchaser Parties and subject to applicable laws relating to the Closingexchange of information, the Company will (Seller Parties shall afford the Purchaser Parties and will cause the Company Subsidiaries to): (i) affordtheir officers, upon reasonable notice, to each Purchaser and its representativesemployees, counsel, accountantsaccountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, agents records (including, without limitation, Tax Returns and employees reasonable access to all work papers of the Company’s and the Company Subsidiaries’ business, operationsindependent auditors), properties, bookspersonnel and advisors of Seller Parties to the extent relating to Seller Parties or the transactions contemplated by this Agreement and to such other information relating to Seller Parties as the Purchaser Parties may reasonably request and, files and recordsduring such period, and will do everything reasonably necessary it shall furnish to enable each the Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of Parties all information concerning the financial statements, business, assets properties and properties personnel of the Company and the Company Subsidiaries and the condition thereof and to update such examination at such intervals Seller Parties as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser Parties may reasonably request; (ii) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management and (B) any other periodic financial reports prepared by or on behalf of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply). (b) From the date of this Agreement until the Effective Time, prior to initiating a new loan, or renewing any existing loan, requiring approval of MC Bancorp under section 3.01(s), SL Bank shall provide to MC Bancorp by electronic delivery the underwriting analyses and loan approval documentation for each such loan. From the date of this Agreement until the Effective Time, SL Bank shall provide to Purchaser Parties access to current information and reporting on the condition of the loan and real estate portfolio of SL Bank, including but not limited to updated information respecting Classified Assets and all reports prepared by or provided to management, the SL Bank board of directors or any third-party consultant respecting Classified Assets, OREO, loan delinquencies, criticized or “watch list” assets or similar assets. (c) The Seller Parties shall each cooperate, and use their commercially reasonable efforts to cause their independent auditor to cooperate, at Seller Parties’ expense, with Purchaser Parties and their independent auditors in order to enable Purchaser Parties and their Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for Seller Parties that may be required by Purchaser Parties in connection with the filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Seller Parties agree that each will execute and deliver, and cause its officers to execute and deliver (including former officers of Seller Parties after the Closing), such “representation” letters as are customarily delivered in connection with audits and as Purchaser Parties’ independent accountants may respectively reasonably request under the circumstances. (d) All information furnished pursuant to this Section 5.04 shall be subject to the provisions of the Confidentiality Agreement. (e) No investigation by Purchasers any of the parties or its their respective representatives shall affect the representations and warranties representations, warranties, covenants or agreements of the Company other parties set forth in this Agreementherein.

Access; Information. (a) Prior Upon reasonable notice from BAY and subject to applicable laws relating to the Closingexchange of information, the Company will (FULB and will cause the Company Subsidiaries to): (i) afford, upon reasonable notice, to each Purchaser UBB shall afford BAY and its representativesofficers, employees, counsel, accountantsaccountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, agents records (including, without limitation, Tax Returns and employees reasonable access to all work papers of the Company’s and the Company Subsidiaries’ business, operationsindependent auditors), properties, bookspersonnel and advisors of FULB and UBB and to such other information relating to FULB and UBB as BAY may reasonably request and, files during such period, it shall furnish to BAY all information concerning the business, properties and recordspersonnel of FULB and UBB as BAY may reasonably request. Upon reasonable notice from FULB and UBB and subject to applicable laws relating to the exchange of information, BAY shall afford FULB, UBB and will do everything reasonably necessary to enable each Purchaser and its representativestheir respective officers, employees, counsel, accountantsaccountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, agents records (including, without limitation, Tax Returns and employees work papers of independent auditors), properties, personnel and advisors of BAY and to make a complete examination of such other information relating to BAY as FULB and UBB may reasonably request and, during such period, it shall furnish to FULB and UBB all information concerning the financial statements, business, assets properties and properties personnel of the Company BAY as FULB and the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser UBB may reasonably request; (ii) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management and (B) any other periodic financial reports prepared by or on behalf of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply). (b) FULB and UBB shall cooperate, and use their commercially reasonable best efforts to cause its independent auditor to cooperate, at FULB’s expense, with BAY and its independent auditor in order to enable BAY and its Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for FULB that may be required by BAY and BHC in connection with the filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, FULB and UBB agree that they will execute and deliver, and cause their officers to execute and deliver (including former officers of FULB and/or UBB after the Closing), such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of FULB, UBB or BAY may respectively reasonably request under the circumstances. (c) All information furnished pursuant to this Section 6.4 shall be subject to the provisions of the confidentiality agreement, dated as of September 7, 2016 between BAY, FULB and UBB (the “Confidentiality Agreement”). (d) No investigation by Purchasers any of the parties or its their respective representatives shall affect the representations and warranties representations, warranties, covenants or agreements of the Company other parties set forth in this Agreementherein.

Access; Information. (a) Prior The Company and Parent each agree that upon reasonable notice and subject to applicable Law relating to the Closingexchange of information, the Company each will (and will cause the Company its Subsidiaries to): (i) affordafford each other, upon reasonable noticeand their respective Representatives, to each Purchaser and its representatives, counsel, accountants, agents and employees such reasonable access during normal business hours throughout the period before the Effective Time to all the books, records (including Tax Returns and work papers of the Company’s and the Company Subsidiaries’ business, operationsindependent auditors), properties, bookspersonnel and to such other information in its possession or control as either the Company or Parent may reasonably request under the circumstances, files including for purposes of facilitating the Conversion and records, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties integration of the Company and its Subsidiaries with Parent and its Subsidiaries. In addition, the Company will furnish promptly to Parent (1) a copy of each report, schedule and other document filed by it pursuant to the requirements of federal or state banking or securities Laws, and (2) all other information in its possession or control concerning the business, properties and personnel of it and its Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser Parent may reasonably request; (ii) deliver . In addition, the Company shall provide Parent biweekly or monthly, as applicable, general ledger reports and reports of all new Loans greater than $100,000, deposits, non-performing loans, OREO and Loans in the process of being negotiated, renegotiated, extended, renewed, modified or having a forbearance granted, in each case for each biweekly period beginning with the first full week after the date hereof until the Effective Time as promptly as they become available. The Company and Parent each agree to each Purchaserpromptly notify the other of any action, simultaneously with its delivery suit, claim, hearing, dispute, subpoena, investigation or proceeding commenced, or to the Company’s senior managementKnowledge of the Company or Parent, (A) as applicable, threatened against the monthly financial reporting package delivered Company or Parent or any of their respective Subsidiaries that are related to the Company’s senior management and (B) transactions contemplated by this Agreement. Neither the Company nor Parent will be required to afford access or disclose information that would jeopardize attorney-client privilege or contravene any other periodic financial reports prepared by or on behalf binding agreement with any third party. The parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. Each of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company Parent shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where minimize any interference with the restrictions in this clause (z) apply)regular business operations of the Company or Parent and their respective Subsidiaries, as applicable, during any such access. (b) No investigation by Purchasers Parent or its representatives shall affect the representations Company of, or Knowledge that Parent or the Company may have with respect to, the business and warranties affairs of the Company set forth other party, pursuant to this Section 6.9 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Parent’s or the Company’s, as applicable, obligation to consummate the transactions contemplated hereby. (c) Each of Parent and the Company will hold any information it may obtain from the other in connection with this Agreement and the transactions contemplated hereby which is nonpublic and confidential to the extent required by, and in accordance with, the Confidentiality Agreement.

Access; Information. (a) Prior to During the Closingperiod from the date hereof continuing until the Closing or termination of this Agreement under ARTICLE VII, each of the Company will (Sellers shall, and will shall cause the Company Subsidiaries Acquired Companies to): (i) afford, upon reasonable notice, afford to each Purchaser and its representativesofficers, directors, management-level employees, counsel, accountants, advisors, representatives and agents (collectively, “Representatives”) reasonable access, upon prior notice and employees reasonable access during normal business hours, to all of the Company’s and the Company Subsidiaries’ businessofficers, operationsemployees, properties, books, files offices and recordsother facilities, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and at such reasonable times and as often as such Purchaser may reasonably request; (ii) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior managementcontracts, (A) the monthly financial reporting package delivered to the Company’s senior management Business Records and (B) any other periodic financial reports prepared by or on behalf of the Company documents and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to matters data relating to the business Business that Purchaser, through its Representatives, may from time to time reasonably request and affairs shall furnish Purchaser and such Representatives all relevant financial, operating and other data and information relating to the Acquired Companies in the possession or control of the Company and Company Subsidiaries; and (iv) Acquired Companies which Purchaser, through its Representatives, may from time to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosuretime reasonably request, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect each case, in a manner so as to any material corporate actions and consult not interfere with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, normal business operations of the recommendations of Purchasers in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the CompanyAcquired Companies. Notwithstanding the foregoing, at the Acquired Companies shall not be required to disclose any time information where disclosure would jeopardize any attorney-client privilege or contravene any Applicable Law. (b) Purchaser acknowledges that, during which the Company is period from the date hereof continuing until the Closing or termination of this Agreement under ARTICLE VII, the information provided to it by the Sellers or the Acquired Companies in connection with this Agreement shall be subject to the periodic reporting requirements terms and conditions of the Exchange Act or voluntarily reports thereunder, Confidentiality Agreement applicable to “Confidential Information” (as defined in the Company may satisfy its obligations pursuant to clause (iiConfidentiality Agreement) by filing with as if the SEC (via Confidentiality Agreement did not terminate upon the ▇▇▇▇▇ system or otherwise) annual execution of this Agreement and quarterly reports satisfying continued in effect through the requirements earlier of the Exchange Act. Any investigation pursuant Closing or the termination of this Agreement under ARTICLE VII, and such terms and conditions of the Confidentiality Agreement are incorporated herein. (c) During the seven year period following the Closing Date, to this Section 5.3 the extent necessary in light of any information in the possession of a Seller (and not in the possession of the Company) that relates to the Acquired Companies or such Seller’s ownership interest in the Company, each Seller will afford promptly to Purchaser and its Representatives reasonable access to its books and records, information, employees and auditors to the extent reasonably necessary or useful for Purchaser in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Acquired Companies; provided that any such access by Purchaser shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct of the business of such Seller. Purchaser shall bear all of the Companyout-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (xemployee benefits) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete incurred in connection with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply)foregoing. (b) No investigation by Purchasers or its representatives shall affect the representations and warranties of the Company set forth in this Agreement.

Access; Information. (a) Prior to From the Closingdate hereof, until Purchaser no longer owns any Shares, the Company will (and will cause the Company Subsidiaries to): (i) affordpermit Purchaser to visit and inspect, upon reasonable noticeat Purchaser’s expense, to each Purchaser and its representatives, counsel, accountants, agents and employees reasonable access to all of the Company’s and the Company Subsidiaries’ business, operations, properties, books, files and records, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries Subsidiaries, to examine the corporate books and to discuss the affairs, finances and accounts of the Company and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriateCompany Subsidiaries with the appropriate officers of the Company, all upon reasonable notice and at such reasonable times and as often as such Purchaser may reasonably request; (ii) deliver to each Purchaser, simultaneously with its delivery to the Company’s senior management, (A) the monthly financial reporting package delivered to the Company’s senior management and (B) any other periodic financial reports prepared by or on behalf of the Company and the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company Company, and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers Purchaser may reasonably request for consultation with such Purchaser with respect to matters relating to the business and affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers Purchaser in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers Purchaser in connection with the matters on which they are it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the ▇▇▇▇▇ system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 5.7 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide Purchaser provides assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply). In the event, and to the extent, that it is reasonably determined that the rights afforded pursuant to this Section 5.7 are not sufficient for purposes of the Department of Labor’s “plan assets” regulations, to the extent such plan assets regulation applies to the investment in the Shares, Purchaser and the Company shall cooperate in good faith to agree upon mutually satisfactory amendments to these management access and information rights as appropriate so that they thereafter satisfy what is reasonably required by the then applicable regulations. The Company agrees to consider, in good faith, the recommendations of Purchaser in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. (b) No investigation Purchaser agrees that the information provided pursuant to this Section 5.7 shall be governed by Purchasers or its representatives shall affect the representations and warranties terms of the Company set forth in this Confidentiality Agreement, dated as of July 28, 2008 (the “Confidentiality Agreement”), and that it shall abide by such terms as if it were CAP (as defined therein) with respect thereto.