Common use of Access; Information Clause in Contracts

Access; Information. (a) Subject to applicable laws relating to the exchange of information and procedures adopted by the Company and reasonably agreed to by Nortel Networks, the Company shall afford to the officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable access, during normal business hours throughout the period prior to the Effective Date, to all of its properties, books, contracts, commitments and records and, during such period, it shall furnish promptly to Nortel Networks upon request (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning the business, properties and personnel of it as Nortel Networks may reasonably request; provided that such information may not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would contravene any law, rule, regulation, order, judgment, decree or agreement. Nortel Networks and the Company shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Subject to the requirements of applicable law, pending consummation of the Merger, all non-public information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, pursuant to this Section 6.05 or otherwise, shall affect or be deemed to modify any representation or warranty of the other party contained herein.

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information information, each Party shall, and procedures adopted by shall cause its Subsidiaries to, afford the Company Other Parties and reasonably agreed to by Nortel Networks, the Company shall afford to the officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable their respective Representatives access, during normal business hours throughout the period prior to the Astro Effective DateTime, to all of its properties, books, contracts, commitments commitments, personnel and historical records as reasonably requested and, during such period, it shall and shall cause its Subsidiaries to, furnish promptly to Nortel Networks upon request (i) such Person and its Representatives a copy of each material report, schedule and other document filed by it during such period pursuant to the requirements of federal or state securities lawsLaw (other than reports or documents that Parent or the Company or their respective Subsidiaries, and as the case may be, are not permitted to disclose under applicable Law). Notwithstanding the foregoing, neither the Company nor Parent nor any of their respective Subsidiaries shall be required to (i) allow invasive sampling or testing of their respective properties or improvements thereon as a part of or in connection with any environmental investigation or review including with respect to the presence, Release or threatened Release of, or exposure to, any Hazardous Materials; or (ii) all other information concerning the business, properties and personnel of it as Nortel Networks may reasonably request; provided that such information may not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any lawLaw, rule, regulation, order, judgment, decree fiduciary duty or agreement. Nortel Networks and binding agreement entered into prior to the Company shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions date of the preceding sentence applythis Agreement. (b) Subject to the requirements of applicable law, pending consummation of the Merger, all non-public information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks The Buyer Parties and the Company under the Confidentiality Agreement. (c) No investigation by a partyCompany, respectively, will not use any information obtained pursuant to this Section 6.05 7.5 (to which it was not entitled under Law or otherwiseany agreement other than this Agreement) for any purpose unrelated (i) to the consummation of the Merger Transactions or (ii) the matters contemplated by Section 7.2 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 7.5 in confidence. No investigation by either Party of the business and affairs of the Other Parties shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty of agreement in this Agreement, or the other party contained hereinconditions to any Party’s obligation to consummate the Merger Transactions.

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information information, each party shall, and procedures adopted by shall cause its Subsidiaries to, afford the Company Other Parties and reasonably agreed to by Nortel Networkstheir Representatives, the Company shall afford to the officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable access, during normal business hours throughout the period prior to the Effective DateTime, to all of its properties, books, contracts, commitments and records records, and to its Representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Nortel Networks upon request such Person and its Representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities lawslaw (other than reports or documents that VNR or ENP or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the its business, properties and personnel of it as Nortel Networks the Other Parties may reasonably request; provided that such information may not be used for . Notwithstanding the foregoing, neither ENP nor VNR nor any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its their respective Subsidiaries shall not be required to (A) provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any lawLaw, rule, regulation, order, judgment, decree fiduciary duty or agreementbinding agreement entered into prior to the date of this Agreement or (B) allow any invasive sampling or testing of their properties. Nortel Networks and the Company shall The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the immediately preceding sentence apply. (b) Subject to the requirements of applicable lawVNR and ENP, pending consummation of the Mergerrespectively, all non-public will not use any information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, obtained pursuant to this Section 6.05 6.5 (to which it was not entitled under Law or otherwiseany agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.2 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.5 in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty of agreement in this Agreement, or the other party contained hereinconditions to either party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Subject Each of Cardinal and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information and procedures adopted by the Company and reasonably agreed to by Nortel Networksinformation, the Company it shall afford to the other party and the other party’s officers, employees, counsel, accountants and other authorized representatives of Nortel Networksrepresentatives, reasonable access, such access during normal business hours throughout the period prior to the Effective DateTime to the books, to all records (including, without limitation, Tax Returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records to such other information as any party may reasonably request and, during such period, it shall furnish promptly to Nortel Networks upon request such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning the business, properties and personnel of it as Nortel Networks the other may reasonably request; provided that such information may not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim Neither United or other proceeding before any court its Subsidiaries nor Cardinal or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of United, Cardinal or their respective Subsidiaries, as the case may be, or contravene any lawapplicable law or regulation or binding contract, ruleagreement or arrangement entered into prior to the date of this Agreement; and in any such event, regulation, order, judgment, decree or agreement. Nortel Networks and the Company shall parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements. (b) Each of Cardinal and United agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of applicable law, pending consummation of the Mergereach party will keep confidential, and will cause its representatives to keep confidential, all non-public information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, documents obtained pursuant to this Section 6.05 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or otherwise(iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other party contained hereinwith copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available. (d) The provisions of this Section 7.04 are in addition to, and not in lieu of, those certain confidentiality agreements dated May 23, 2016 and August 10, 2016, between United and Cardinal (the “Confidentiality Agreement”), the terms of which are specifically confirmed.

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information information, each party shall, and procedures adopted by shall cause its Subsidiaries to, afford the Company Other Parties and reasonably agreed to by Nortel Networkstheir Representatives, the Company shall afford to the officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable access, during normal business hours throughout the period prior to the Effective DateTime, to all of its properties, books, contracts, commitments and records records, and to its Representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Nortel Networks upon request such Person and its Representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities lawslaw (other than reports or documents that Partners or ▇▇▇▇▇▇ or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the its business, properties and personnel of it as Nortel Networks the Other Parties may reasonably request; provided that such information may not be used for . Neither ▇▇▇▇▇▇ nor Partners nor any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its their respective Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any lawLaw, rule, regulation, order, judgment, decree fiduciary duty or agreementbinding agreement entered into prior to the date of this Agreement. Nortel Networks and the Company shall The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the immediately preceding sentence apply. (b) Subject to the requirements of applicable lawPartners and ▇▇▇▇▇▇, pending consummation of the Mergerrespectively, all non-public will not use any information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, obtained pursuant to this Section 6.05 6.5 (to which it was not entitled under Law or otherwiseany agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.5 in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty of agreement in this Agreement, or the other party contained hereinconditions to either party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (aA) Subject to applicable laws relating to the exchange of information and procedures adopted by the Company and reasonably agreed to by Nortel NetworksUpon reasonable notice, the Company it shall afford to the other parties and its officers, employees, counsel, accountants and other authorized representatives of Nortel Networksrepresentatives, reasonable access, during normal business hours throughout the period prior to the Effective Date, to all of its properties, books, contracts, commitments and records and, during such period, it shall furnish promptly to Nortel Networks upon request the other parties (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as Nortel Networks the other may reasonably request; provided that such information may not be used for . None of Acquisition Corp., Bancorp nor Skylands, nor any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company their respective subsidiaries, shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client or similar privilege with respect to such information or contravene any law, rule, regulation, order, judgment, decree decree, fiduciary duty or agreementagreement entered into prior to the date hereof. Nortel Networks and the Company shall The parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements under arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. (bB) Subject It will not use any information obtained pursuant to this Section 5.05 for any purpose unrelated to the requirements of applicable law, pending consummation of the Mergertransactions contemplated by this Plan and, if this Plan is terminated, will hold all non-public information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors documents obtained pursuant to this Agreement paragraph in confidence (as provided in Section 8.06) unless and until such time as such information or otherwise will remain subject documents become publicly available other than by reason of any action or failure to the obligations of Nortel Networks and the Company under the Confidentiality Agreementact by it or as it is advised by counsel that any such information or document is required by applicable law to be disclosed. (cC) No investigation by a party, pursuant to this Section 6.05 or otherwise, any party of the business and affairs of other parties hereto shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty of agreement in this Plan, or the other party contained hereinconditions to any party's obligation to consummate the transactions contemplated by this Plan.

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information and procedures adopted by the Company and reasonably agreed to by Nortel Networksinformation, the Company shall afford to the Parent’s officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable access, during normal business hours throughout during the period prior to the Effective DateTime, to all of its properties, the books, contractsrecords, commitments properties and records contracts of the Company and, during such period, it the Company shall furnish promptly make available to Nortel Networks upon request Parent (i) a copy of each material report, schedule schedule, registration statement and other document filed by it or received during such period pursuant to the requirements of federal or state banking or securities laws, laws (other than reports or documents that the Company is not permitted to disclose under applicable law) and (ii) all other information concerning the business, properties and personnel of it the Company as Nortel Networks Parent may reasonably request; provided that such information may not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks provide to Parent all written agendas and meeting or written consent materials provided to the directors of any material litigationthe Company and Bank Subsidiary in connection with board and committee meetings, claim or other proceeding before any court or other governmental authority that arises following subject to applicable Laws relating to the date exchange of information. Notwithstanding the above provisions in this Section 6.06(a), Parent and its representatives shall not be entitled to receive information directly relating to the negotiation and prosecution of this Agreement and or, except as otherwise provided herein, relating to an Acquisition Proposal, a Superior Proposal, a Change of Recommendation or any material development in matters relating thereto. Neither the Company nor any such existing material litigation, claim or other proceeding. The Company and of its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any law, rulerule (including with respect to confidential supervisory information), regulation, order, judgment, decree decree, fiduciary duty or agreementbinding agreement entered into prior to the date of this Agreement. Nortel Networks and the Company The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding previous sentence apply. (b) Subject to the requirements of applicable law, pending consummation of the Merger, all non-public All information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, furnished pursuant to this Section 6.05 or otherwise, 6.06 shall affect or be deemed subject to modify any representation or warranty the provisions of the other party contained hereinConfidentiality and Non-Disclosure Agreements, dated as of May 7, 2014 and July 7, 2014, between Parent and the Company (the “Confidentiality Agreements”).

Access; Information. (a) Subject ▇▇▇▇▇ shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information information, City and procedures adopted by the Company and reasonably agreed to by Nortel Networksits Representatives, the Company shall afford to the officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable access, such access during normal business hours throughout the period prior to the Effective DateTime to the books, to all records (including, without limitation, Tax Returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records such other information as City may reasonably request and, during such period, it shall furnish promptly to Nortel Networks upon request ▇▇▇▇▇ (i) shall promptly furnish to City a copy of each material report, schedule and other document filed by it or Town Square pursuant to the requirements of federal or state securities or banking laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning the business, properties and personnel of it ▇▇▇▇▇ and Town Square as Nortel Networks City may reasonably request. ▇▇▇▇▇ shall invite two Representatives of City, as selected by City from time to time, to attend, solely as observers, all meetings of the ▇▇▇▇▇ Board and the Town Square board of directors (and all committees of such boards) after the satisfaction of the condition set forth in Section 7.01(b); provided provided, however, that in no event shall such City Representatives be invited to or permitted to attend any executive session of ▇▇▇▇▇’▇ or Town Square’s boards or any meeting, or portion of a meeting, at which ▇▇▇▇▇ reasonably determines that such attendance is inconsistent with the fiduciary obligations, regulatory guidance of the applicable Governmental Authorities or confidentiality requirements of the ▇▇▇▇▇ Board or Town Square board, as applicable. (b) Neither ▇▇▇▇▇ nor City will, nor shall either parties’ Representatives, use any information may not be used obtained pursuant to this Section 6.05, as well as any other information obtained prior to the Agreement Date in connection with the entering into of this Agreement, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any All such existing material litigation, claim or other proceeding. The Company and its Subsidiaries shall not information will be required to provide access to or to disclose information where such access or disclosure would contravene any law, rule, regulation, order, judgment, decree or agreement. Nortel Networks and the Company shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Subject to the requirements of applicable law, pending consummation of the Merger, all non-public information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations confidentiality provisions of Nortel Networks and the Company under the Confidentiality AgreementSection 6.16. (c) 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 a party, pursuant to this Section 6.05 or otherwise, either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the Agreement Date to the Effective Time, ▇▇▇▇▇ shall deliver to City the report of condition and income of Town Square and its Subsidiaries for each quarterly period completed prior to the other party contained hereinEffective Date, promptly as the same shall become available.

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws relating to the exchange of information and procedures adopted by the Company and reasonably agreed to by Nortel Networksinformation, the Company shall afford to the Parent’s officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable access, during normal business hours throughout during the period prior to the Effective DateTime, to all of its properties, the books, contractsrecords, commitments properties and records contracts of the Company and, during such period, it the Company shall furnish promptly make available to Nortel Networks upon request Parent (i) a copy of each material report, schedule schedule, registration statement and other document filed by it or received during such period pursuant to the requirements of federal or state banking or securities laws, laws (other than reports or documents that the Company is not permitted to disclose under applicable law) and (ii) all other information concerning the business, properties and personnel of it the Company as Nortel Networks Parent may reasonably request; provided , provided, however, that such information may Parent and its representatives shall not be used for any purpose unrelated entitled to receive information directly relating to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date negotiation and prosecution of this Agreement and or, except as otherwise provided herein, relating to an Acquisition Proposal, a Superior Proposal, a Change of Recommendation or any material development in matters relating thereto. Neither the Company nor any such existing material litigation, claim or other proceeding. The Company and of its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any law, rulerule (including with respect to confidential supervisory information), regulation, order, judgment, decree decree, fiduciary duty or agreementbinding agreement entered into prior to the date of this Agreement. Nortel Networks and the Company The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding previous sentence apply. (b) Subject to the requirements of applicable law, pending consummation of the Merger, all non-public All information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, furnished pursuant to this Section 6.05 or otherwise, 6.06 shall affect or be deemed subject to modify any representation or warranty the provisions of the other party contained hereinConfidentiality and Non-Disclosure Agreement, dated as of April 9, 2014 between Parent and the Company (the “Confidentiality Agreement”).

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws relating to the exchange of information and procedures adopted by the Company and reasonably agreed to by Nortel Networksinformation, the Company Parties shall afford to the officers, employees, counsel, accountants and other authorized representatives of Nortel Networksthe other Party, reasonable access, during normal business hours throughout the period prior to the Effective Date, to all of its the Parties' employees, properties, books, contracts, commitments and records in order for the other Party to make such investigations as it shall reasonably require and, during such period, it shall furnish promptly to Nortel Networks upon request the other Party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal federal, state or state foreign securities laws, and (ii) all other information concerning the its or any of its Subsidiaries' business, properties and personnel of it as Nortel Networks a party may reasonably request; provided provided, that such information may not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company Parties shall promptly inform Nortel Networks the other Party of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its Subsidiaries Parties shall not be required to provide access to or to disclose information where such access or disclosure would contravene any law, rule, regulation, order, judgment, decree or agreement. Nortel Networks Parent and the Company shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Subject to the requirements of applicable law, pending consummation of the Merger, all non-public information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors Parent and Nortel Networks Parent to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks Parent and the Company under the Confidentiality Agreement. (c) No investigation by a party, pursuant to this Section 6.05 or otherwise, shall affect or be deemed to modify any representation or warranty of the other party contained herein.

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information information, each party shall, and procedures adopted by shall cause its Subsidiaries to, afford the Company Other Parties and reasonably agreed to by Nortel Networkstheir Representatives, the Company shall afford to the officers, employees, counsel, accountants and other authorized representatives of Nortel Networks, reasonable access, during normal business hours throughout the period prior to the Effective DateTime, to all of its properties, books, contracts, commitments and records records, and to its Representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Nortel Networks upon request such Person and its Representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities lawslaw (other than reports or documents that Partners or OILT or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the its business, properties and personnel of it as Nortel Networks the Other Parties may reasonably request; provided that such information may not be used for . Neither OILT nor Partners nor any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its their respective Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege (or other applicable privilege or immunity) of the institution in possession or control of such information or contravene any lawLaw, rule, regulation, order, judgment, decree fiduciary duty or agreementbinding agreement entered into prior to the date of this Agreement. Nortel Networks and the Company shall The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the immediately preceding sentence apply. (b) Subject to the requirements of applicable lawPartners and OILT, pending consummation of the Mergerrespectively, all non-public will not use any information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, obtained pursuant to this Section 6.05 6.5 (to which it was not entitled under Law or otherwiseany agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.5 in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty of agreement in this Agreement, or the other party contained hereinconditions to either party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Subject Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information information, each party shall, and procedures adopted by shall cause its Subsidiaries to, afford the Company other parties and reasonably agreed to by Nortel Networks, the Company shall afford to the their officers, employees, counsel, accountants and other authorized representatives of Nortel Networksrepresentatives, reasonable access, during normal business hours throughout the period prior to the Effective DateTime, to all of its properties, books, contracts, commitments and records records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Nortel Networks upon request such Person and its representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities lawslaw (other than reports or documents that Midstream or CEQP or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the business, properties and personnel of it as Nortel Networks the other may reasonably request; provided that such information may not be used for . Neither Midstream nor CEQP nor any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Company shall promptly inform Nortel Networks of any material litigation, claim or other proceeding before any court or other governmental authority that arises following the date of this Agreement and any material development in any such existing material litigation, claim or other proceeding. The Company and its their respective Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any lawLaw, rule, regulation, order, judgment, decree fiduciary duty or agreementbinding agreement entered into prior to the date of this Agreement. Nortel Networks and the Company shall The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Subject to the requirements of applicable lawCEQP and Midstream, pending consummation of the Mergerrespectively, all non-public will not use any information provided by or on behalf of the Company to Nortel Networks or its employees, directors, agents or advisors and Nortel Networks to the Company or its employees, directors, agents or advisors pursuant to this Agreement or otherwise will remain subject to the obligations of Nortel Networks and the Company under the Confidentiality Agreement. (c) No investigation by a party, obtained pursuant to this Section 6.05 6.6 or otherwiseSection 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence. No investigation by either such party of the business and affairs of the other shall affect or be deemed to modify or waive any representation representation, warranty, covenant or warranty of agreement in this Agreement, or the other party contained hereinconditions to either such party’s obligation to consummate the transactions contemplated by this Agreement.